Variant Strain
by scriviner
Summary: Prototype/Spider-man(Marvel) Fusion. For most, adolescence is a time of change and growth. For some, the changes are a bit more drastic than expected. Peter struggles with a changing world, an even more changeable body and more questions than he has answers for. He tries to understand where his strange new powers come from and the most important question of all... what happened?
1. Chapter 1

**Variant Strain**  
_A Prototype/Marvel Universe Fusion_  
_by Scriviner_  
_All copyrights belong to the owners_

Chapter 1:

Running. It had to keep running. It remembered the glass, cutting, slicing.

Falling, but then after falling it was running. Always running.

Memory couldn't stretch back far enough to accommodate when it had not been running.

Or perhaps it might have.

It remembered things. Little things.

Sanctuary.

Blood.

It had to run.

There was the wailing, the sirens.

The lights in red and blue.

That meant more running.

It couldn't stop, couldn't rest, but no matter.

Exhaustion passed.

Running was accomplished.

Safety.

It needed safety.

It had run, jumped, scrambled and hidden.

Always moving. Always... there.

**There.**

It bolted down the street, drawn in by the scent.

Familiar sight.

Familiar scent.

Blood.

It bound forward, leaping easily over the obstacle, and sprinting up, ever up.

It slid the open the glass and slid itself in.

Silence. Breathing.

There was sanctuary.

Safety.

Huddled lump.

Warmth.

Blood.

- - -

Peter Parker sat bolt upright. His heart hammered in his chest. His blood roared in his ears.

It had been so real. He'd dreamed... he couldn't even remember what he'd dreamed just that he'd been so scared.

He'd been running. He was hunted... by... he cursed under his breath as he tried to remember what had been chasing him, but it was fading the way dreams always do, but even though he couldn't remember what it had been, his heart still hadn't slowed.

It was coming for him and it was going to kill him. He'd been so certain of it.

He glanced over to the open window, the curtains fluttered in the breeze and the street lamp's light threw strange shadows all across his room. That was familiar.

Nothing to be concerned about there. He took several deep breaths, trying to force himself to calm down, but his heart refused to slow.

He shakily reached out to the side table and grabbed his glasses. Maybe a late snack. Aunt May left some of her apple pie in the fridge. That would go down well. Or some warm milk.

His steps weren't very steady. His entire body was soaked and riding an adrenaline high. He wiped the back of his hand across his brow and squinted in annoyance through his glasses.

He wiped them on his night shirt, but it didn't seem to remove the blurriness when he put them on. He'd have to remember to find that cleaning cloth somewhere in his room.

He shuffled barefoot out the door into the well-lit hallway and caught sight of himself in the hall mirror. Peter was a short, skinny sixteen year old who hadn't quite hit his growth spurt. His eyes were brown behind his old-fashioned glasses and his hair was a tousled brown mess. He had on an old T-shirt and flannel pajama bottoms.

Definitely not jock material, he'd mused more than once. His membership in the photography club and the high likelihood that he'd be able to skip Senior year entirely to go to NYU on a dual-major in Biology and Chemistry in the coming year pretty much sealed his fate in his mind.

His greatest hope of actually ever dating probably lay after graduation, he reassured himself. Hopefully by then he'd pick up a few more inches in height.

And maybe manage to build up some muscle.

And maybe be able to afford some clothes that didn't come from the thrift store.

Somehow.

He sighed as he flexed his arm and noted with some slight excitement there actually was a bit of a bulge there. If you tilted your head. And maybe squinted. Squinted really hard.

He sighed again and made his way to the stairs.

His uncle Ben looked up from the model he was building on the coffee table with a quizzical expression as he walked down. "Hey, sport. I thought you were already asleep."

"I was," Peter admitted shakily. He clung hard to the railing. His heart rate was just barely beginning to slow and his adrenaline high was receding, leaving him keyed up and restless.

"Bad dream?" The older man asked, rising to his feet, leaving scattered plastic and bits of metal on the table, that Pete guessed would eventually be another of his Uncle's little clockwork toys. He built them from broken clocks and thrift store leavings and resold them at flea markets for a healthy profit. Between that, the antique refurbishing and the day trading Uncle Ben and Aunt May had made a comfortable living for themselves. Enough to afford a fully paid for house in Queens and put a teenager through school.

Ben dusted his hands on his jeans and walked up to the shaken Peter. He grinned up weakly at his uncle, "A little. It's... it was silly. And weird."

"Want to talk about it?" Ben asked, putting an arm around the younger man.

Peter smiled weakly and shook his head. "I can't even remember it really. It was... someone was chasing me. Then I was trying to get home. Or something. I don't know." He shrugged.

"Well, it's over now. You're safe at home." Ben said expansively, gently steering the boy to the kitchen.

Peter looked around, "Where's Aunt May?"

Ben's expression took on a slightly sour twist. "Anna's car was dead."

Anna Watson was their neighbor and Aunt May's best friend. Peter liked the woman, but found her to be a bit of a nosy busy-body. She was nice enough, though. He frowned, "Aunt May's driving her somewhere?" He glanced up at the clock on the wall above the fridge. "It's almost one."

Ben nodded wryly. "Yep. Anna's neice... her brother's kid? I think you met her-"

"Ms. Watson keeps trying to set me up with her, but we've never met." Peter grinned. He wasn't quite that desperate yet.

"Really? Huh, imagine that." Ben remarked then continued, "Well, anyway, seems she and her dad are arguing. Again. It must be pretty bad. So Anna and May are driving to Staten Island to pick her up so she can spend the night at Anna's." He looked thoughtful, "Might be the whole week. Maybe you'll finally get to meet her." He gave his nephew a sly smile.

The boy smiled weakly. "Maybe."

"Anyway, Anna made it sound like it was matter of life and death," Ben said with another eloquent shrug, "Not sure about that myself, but I can't sleep without your aunt... so..."

Peter nodded in understanding. "So... what were you building?"

"I'm not sure. It was either going to be another dog with a drum set or a music-box kitten. I hadn't decided yet." Ben replied as he walked to the fridge, pulling out a box of milk and pouring for the both of them. "You want to wait up with me?"

"Um... maybe, I guess." Peter replied reluctantly.

Ben laughed. "Your enthusiasm warms my heart."

"It's not that! It's just kinda late." The boy protested.

"Well, it's summer vacation, sport," Ben replied. "Not like you really had anything planned for tomorrow, right?"

"I guess not." Peter conceded. "Get some reading done, maybe."

His uncle playfully reached out to ruffle his hair. "You remind me so much of your mom. She used to spend summers buried in her books as a kid too."

Peter ducked his head, his smile turning sad. "You ever think... would they have been proud of me?"

"You're the spitting image of your dad, but thank goodness you picked up your mom's brains." Ben's met the boys melancholy gaze and forced a smile back. "I know they would've been so proud of you, kiddo." He put a one-armed hug around Peter's shoulders. "If they were still around, your mom probably would've been bugging you about your university choices and your dad would've been laughing at her.. and probably telling you the same things I've been telling you."

"I miss them." Peter said, trying and failing to smile. "I know it's been five years already... and I love you and Aunt May, don't get me wrong-"

"No, no... I understand. They were still your folks. It's okay to miss them. But y'know what? Your folks loved you and wanted the best for you. Wherever they might be, I'm sure they're very happy at the young man you've become."

"I'm sorry... I didn't mean to... I mean..." Peter stammered, trying to as best as he could to keep his embarrassment in check. Ben shook his head, smiling warmly once more.

"No apologies necessary, sport." Ben replied, tapping him in the chest. He grinned. "Tell you what, how about we hit the park tomorrow. Bring your camera. Maybe take some pictures of the joggers?" He waggled his eyebrows at the boy. "All that spandex." He frowned slightly, "Okay, maybe not all the spandex. Some people really should look in the mirror before they put that stuff on and subject the rest of us to it."

Peter allowed a laugh to bubble up. "Aunt May would kill you. Then me!"

"Depends on which shots you show her." The older man grinned and shrugged, "I'm just saying. Your camera gives you a great power, Peter."

The boy rolled his eyes at the old joke that had become well-worn between them. He spoke the next words with his uncle, "And with great power comes great responsibility."

"Exactly," Ben smirked.

"You say that about everything, Uncle Ben," Peter rolled his eyes.

"Doesn't make it any less true." The older man teased. "Unless you want to hold on to your camera til after you get a chance to meet MJ? May tells me she's really very pretty. Maybe you'll want to take a few glamor shots?" He waggled his eyebrows again.

"I can't believe you're encouraging me to-" He stammered to a half, blushing furiously.

He ruffled the boy's hair, "I want you to lighten up a little. Enjoying yourself is also a part of your responsibilities." He said with mock gravity.

"Yes, Uncle Ben," Pete replied in a long suffering tone. It hadn't been the first time his uncle had tried to get him to loosen up and he expected it would not be the last.

"Come on, kiddo." Ben said triumphantly, as he pulled half of an apple pie from the fridge and fished a pair of forks out of the drawer.

"Aunt May's gonna be so mad at us for eating right out of the pie tin." Peter pointed out with a grin.

Ben nodded and drawled back. "Yep. If she asks, I'm blaming you."

"No way are you pinning a pie rap on me, Uncle Ben!" He chuckled as they made their way back into the living room. Both of them perked up as they heard the noise of an approaching vehicle up the street.

"Whoopsie." Ben said and shoved the pie tin into Peter's hands.

"You suck, Uncle Ben." Pete laughed and set it down on the living room table.

The sounds of a vehicle coming up the driveway and a flash of headlights peeking through the window had Ben grinning as he went to the door.

He was reaching for the knob, intent on opening it when the door burst open suddenly, the wood smashed and the lock shattering under the impact of a heavy boot.

Ben reacted instinctively, covering his face against the splinters and moving closer to keep Pete from being hit by the flying pieces of wood.

The Parkers froze at the intruders. The first man through the door was in a nondescript black hoodie and black jeans. He wore heavy work boots and stood slightly hunched over, keeping his face obscured. The two men who followed were dressed in some kind of black and gray paramilitary uniform, complete with body armor and gas masks. There were no actual insignia on the outfits and would have rendered them almost completely annonymous, save that the man on the left held a rifle in his hands, while the one on the right was holding some sort of large pistol.

"Don't move!" Bellowed the man with the pistol, brandishing it in their direction. "We're chasing down a dangerous fugitive who we believe may be in your home at this moment. If you cooperate, no one gets hurt."

"What are you doing in my house?!" Ben roared.

"D-Don't move!" The man with the rifle snapped back, training his weapon on Ben. Peter noted that while the pistol guy seemed confident, the rifle guy was much more nervous. That probably wasn't good for them.

Peter put a hand on his uncle's shoulder. "Uncle Ben, calm down. We'll... we're going to cooperate. okay?" He said, in what he hoped was a calming tone. He was shaking harder now. The adrenaline from earlier came roaring back and his heart rate soared.

The pistol man nodded and inclined his head at the man in the hoodie. That man moved towards Peter, sniffing at the air cautiously and moving with little twitching jerks.

As he drew closer, Peter caught a whiff of rank, carrion stench from the man. It almost smelled as though he'd been rolling around in a slaughterhouse. Peter fought to keep his gorge from rising, but he could taste the sharp bile in the back of his throat. The movement seemed to catch the man's eye and he surged forward towards Peter.

Peter flinched and Ben immediately interposed himself between the man in the hoodie and his nephew.

"Back off!" He said sharply.

"I said don't move!" The rifle guy snapped back and he twitched as he spoke...

There was a single sharp crack that filled the room.

Peter watched in horror as his Uncle Ben took a moment to look from the man in the hoodie, then to the man with the rifle. Ben managed to turn just enough for Peter to meet his eyes, before they looked down incredulously at the spreading bloodstain on the front of his shirt.

His eyes rolled up with agonizing slowness and he collapsed into a heap at Peter's feet.

"Goddammit, Smith! What the hell is wrong with you!?" The man with the pistol roared at the man with the rifle, who took a step backwards, his rifle now held awkwardly. He was holding it away from his body, as though afraid it was going to bite.

"I... I didn't... I told him not to move!" Smith panted out.

The man holding the pistol cursed luridly. "Screw it." He nodded to the hooded man once more, "Grab the stiff." He pointed to Smith, "Grab the kid. We're out of here."

"Why are we-?" Smith asked.

"Because, you moron," The pistol man snarled, "This is a quiet residential neighborhood in a nice part of town. Wanna take bets how long it'll take the cops to get here once someone calls in that they heard a gunshot?"

"I..."

"Shut up. Stop being useless and grab the kid."

Peter heard all of that distantly, as though it were happening a long ways off. It was of no immediate urgency to him as he stood rooted in place.

His Uncle Ben was dead.

He was dead, in crumpled heap right in front of him.

He'd watched him die and hadn't done anything.

He couldn't breathe. His heart was hammering so loudly. He could swear it was shaking the house. Everything trembled. Nothing felt right anymore.

His Uncle was dead... and he was probably next.

What finally snapped him out of his stupor was the man in the hoodie reaching down and slinging Ben's body over his shoulder like a sack of potatoes.

Just like that.

The awful casualness that they treated Ben Parker's body with... as though it were simply a distasteful chore that didn't faze them at all was just too much.

The man in the hoodie was already halfway to the front door and the rifle man, Smith, was just about to pass him when Peter Parker let loose an incoherent scream. His heart was hammering fit to burst out of his chest. His blood roared in his ears and a red haze covered his vision.

Smith held a hand up and said miserably, "Come on, kid. You're coming with us."

Peter was small, skinny and barely half Smith's size. None of that mattered, since Peter wasn't thinking rationally anymore.

He just had to stop the man in the hoodie.

He couldn't let them take Uncle Ben away.

He moved to catch up, but the man with the rifle was in his way, so he swung at him. It was a completely untrained blow, No finesse, no skill, just raw emotion and a desire to hurt someone. Anyone.

His arm described a flailing, wildly telegraphed blow. If his fist were to reach it's intended destination, it would have been more a matter of chance than design.

Smith moved with precise, practiced ease into a picture-perfect block. He could have dodged, but the block would've let him move in to deliver a knockout blow to the kid before anyone else got hurt.

At least that was the plan.

Peter's wild swing smashed into Smith's blocking forearm like a crowbar. He felt the bone snap first, then actually saw the man's forearm deform through the red haze, wrapping around his own forearm as it continued unimpeded, blasting into the side of the man's jaw, sending him flying back out the the open door.

Peter had no time to think on how strange that was.

He had no thought to spare. All that mattered was stopping the man in the hoodie from taking Uncle Ben away.

Peter leapt, tackling the man in the hoodie and forcing him to drop Ben's body, not that he noticed.

No thought, simply rage and pain and the desire to share it.

Peter wasn't entirely sure how he ended up straddling the man on the floor, nor did he really care. His first blow to the hooded man's face was as untrained as the one that had sent Smith flying and just as powerful.

The man, now without his hood had no real features. His skin was lumpy, and uneven, as though it were tumorous and diseased. His mouth was simply a slash across his face, no chin to speak of. His nose was non-existent and the nostrils mere slits. Only the eyes were even close to normal and even then the pupils had a faint red glow to them. These details only barely flickered across Peter's mind before those non-features were obliterated with another punch.

It's slit-mouth opened, revealing a long tongue and needle-sharp teeth as it gave a hiss of pain. One that Peter silenced with a blow from his other hand, smashing his fist into the mouth, shattering teeth and sending sharp splinters flying every which way, embedding into Peter's knuckles.

Not that it mattered.

Still the figure... whatever it was... continued to struggle under him, inflaming his rage further.

How dare this thing still be alive?

How dare it exist?

How date it still be alive when Uncle Ben was dead?

Peter simply began pounding. Both fists flailing, smashing, delivering punishing, devastating blows to the thing beneath him.

He raised both arms above his head, intending to smash them into what little was left of the thing's head when three sudden stabbing pains stitched their way across his chest at the same time that he became aware of three sharp explosive cracks.

He coughed and fought to draw in a breath. He could feel his chest... shift... move... things ground against other things beneath his skin and he coughed again, tasting blood.

They'd shot him.

They'd shot him dead, he was sure.

He looked down at what remained of the man beneath him. It continued to twitch and move, despite it's lack of a head and the deflated shape of it's chest.

His heart was still hammering in his chest, but now the pain was getting to him. His arms felt numb... distant. Heart pumping... pumping his blood out of those bullet wounds, probably.

He swallowed, the taste of blood sharper and more urgent on his tongue.

Incongruously he realized he was starving.

Just his luck he was going to die hungry.

His heart seemed unwilling to stop.

If anything it ramped up, beating harder and faster.

He stared down at his hands in fascinated horror. They were covered in blood and gore all the way to his elbows.

Still this thing under him wouldn't stop twitching.

His heart beat faster... as though it were seeking to escape from his chest.

His wounds seemed to pulse in time with his heart beat, seeming to shift deeper into his body... he glanced down, wondering at what that sensation was and screamed as he realized that his torso had unfolded itself like an elaborate puzzle.

Petals and tendrils of flesh peeled away from bone and lashed out, wrapping reflexively around the body beneath him and drawing it in. He could feel each individual pseudopod draw it in... eagerly... hungrily.

What unbroken bones the thing had left were crushed as the tendrils tightened, crushing the whole into a more compact mass.

He screamed louder as he could feel the twitching half-dead thing merge with him. His inner thighs unfolding to enwrap the body... swallowing it. Absorbing it into him.

As he watched, even the spilled blood pooled around them seemed to crawl up his body, seeking to become part of him.

There was a moment of incomprehensible terror at realizing one of the thing's hand was still sticking out of his belly and being slowly drawn in... followed by the realization that he could not only feel the extra hand as thought it were his own... he could actually make the fingers twitch.

He tried to push it away, but the hand simply began to melt into his body, where it met with his now unmarked stomach was a mass of tendrils and fleshy growths that were drawing the hand into him.

There was a moment of silence as the process completed itself. Peter's mind cleared long enough for him to wonder what had happened to the other two men... when the rush suddenly hit.

Images began flashing through his vision, one after the other. They made no sense, but he grasped at what he could, catching what he could.

_"- Cletus Kassady. You are hereby found guilty on all thirty seven charges of murder in the first degree. As you have shown no remorse for these heinous acts-"_

_A man holding vial._

_"- the chair tomorrow. Or you can take our offer."_

_He had a memory of replying with a southern drawl, "Any chance is better than none at all. Sign me up, doc."_

_"The process does involve some pain-"_

_"- definite degredation in his brain activity, but healthy otherwi-"_

_A man speaking to them wearing the same paramilitary uniform Smith, and the pistol man, whose name was 'Jones'. They were sitting with him. _

_"We have a Runner. Ed Whelan. He was a nurse in our long-term coma ward."_

_A memory of an image. A company logo. Gentek. _

_Familiar._

_"One of his charges was suddenly found dead during his shift and he's disappeared. He's definitely infected, so we're going in hot on this one. Last position we had for his cellphone before he ditched it had him heading towards Queens. No idea why, but who knows what goes through these bastards minds after they turn." The man grunted dismissively, then pointed right at him. "My boys are relying on you to find him. Do not screw this up, you freak!"_

The rush slowed and the assault of images trickled to a halt.

Peter found himself on his knees in the living room.

Smith and Jones were pulling out of the driveway. The unmarked white panel van would normally have been fairly anonymous, but in a quiet residential neighborhood in the middle of the night, it stood out prominently.

Peter could hear sirens in the distance and knew that those must've been what was frightening them off.

He staggered back to his feet. He couldn't let them get away.

He felt feverish and bloated.

His entire body felt heavy and somehow the house almost felt like it had shrunk.

His feet tangled as he misjudged his steps, slamming him into the side of the door.

Something was wrong... the top of his head just barely brushed the top of the doorway when by all rights it should've been a good foot and a half away.

Everything felt wrong.

His body was too... much. There was far too much of him packed tight under his skin.

Almost like he'd eaten too much, only a hundred times worse.

Eaten.

He paled at the thought as the memory of exactly what had just happened rushed back to him. He staggered another step, making it as far as the garden before more of precisely what had happened sunk in.

Uncle Ben was dead.

He'd just eaten a man.

He'd enjoyed it.

His body had... unfolded itself like some bizarre fleshy origami piece and just... snapped him up.

He felt his gorge rise.

He tried to take another step... to give chase to the van, but he couldn't hold it in. Peter suddenly bent over the rose bushes and was noisily sick as his stomach emptied itself... and kept emptying itself.., an endless series of spasms and retches that seemed to wrack his entire body.

He couldn't stop vomiting... the sight of his own sick just made him even more sick... finding... items... in the mess just made it even worse.

Here was a zipper... possibly from the Cletus' jeans. There was a quarter that he'd had in his pocket. That there was probably a tooth...

He couldn't even remember anymore how long he spent vomiting, but he managed to shakily get to his feet just in time to be confronted by his Aunt May, running up the driveway. Behind her the family car still had Anna Watson and a pretty redheaded girl in it. He noted absently that there was a dark bruise on her cheek.

"Oh my god! Peter! What happened?!" She screamed. A police car, it's lights flashing, was just beginning to pull up to the curb.

He reached up to wipe at his mouth, misery on his face. "I... I'm sorry about the mess." He blurted out, not sure what he could tell her. How he could tell her...

The lights from the police car flashed brighter and the neighbors were out in force, peeking over their fences, peeking through their blinds.

It was too much.

"Peter what happened?" Aunt May asked again, slower this time, holding him by his shoulders.

"Uncle Ben-" was all he managed to say before the hammering of his heart finally slowed. His head grew light in a matter of seconds and suddenly staying upright became impossible.

He pitched forward into his aunt in a dead faint.

- - -


	2. Chapter 2

- - -

Peter woke up slowly. He was conscious, but he didn't want to open his eyes.

He wasn't quite ready to let go of the warm fuzz of sleep from his memory... he could pretend for just a moment that nothing had happened last night.

He'd gone to bed, slept soundly and now would wake to face the day.

Except that wasn't what had happened. The sharp, antiseptic smell of the rough sheets would not let him lie to himself.

He was not in his own bed. Even without opening his eyes, he knew the room felt... wrong. Too open. Too uncluttered. The window should have been providing a mild breeze, he knew he'd left it open. Instead, he wasn't even sure there were windows here.

The noises were different too. Mornings in his neighborhood meant bird-song and people driving to work. Here all he could make out were a low hum of florescent lights and a background sussuruss of soft voices.

This mattress had no lumps. The sheets were crisp linen. Rough against his skin. Not the well-laundered cotton that had been inadequate bedding even when it had been first bought.

So... not home.

That meant last night had happened.

He took a sharp breath in and remembered Uncle Ben... and the other thing. The one he really did not want to think about.

Realizing that there was no helping it, he opened his eyes slowly.

The room was small and anonymous, save for the medical equipment and a deactivated TV hanging from a bracket on the wall near the ceiling. There wasn't any question that it was a hospital room. He groaned as he sat up and noted absently that there was an IV in his arm. He glanced up and noted the saline bag on the stand was less than half-full and there was an empty one hanging on the hook next to it that someone probably should have disposed of. That meant he'd been here a while. He wondered just how long he'd been out.

Then he frowned at a realization. He blinked a few times. His vision was sharply focused. If he tried, he was sure he could probably have read the tiny lettering on the IV bag.

That was odd, he realized. His eyesight had never been keen. He'd always needed glasses, even as a little boy. Now everything just seemed to be... crisp.

His sense of hearing seemed clearer as well. He focused on the susuration and found he could distinctly hear his aunt's voice.

"... sure about this, Anna? You have enough to worry about with your niece and everythi-"

"Don't think twice about it, May." Anna Watson's dismissive voice floated back distinctly. "You would do the same for me. MJ's taking the spare bedroom. You can take the foldout in my room and Peter can stay in the den."

"I... well, it's only until the police release..." Her voice hitched briefly and Peter could tell she had stifled a sob. "Until the house isn't considered a crime scene anymore." She finished miserably.

"Oh, sweetie... you'll get through this. You're stronger than you think." He could hear rustling noises and guessed that their neighbor had just hugged his aunt.

"Ben was my strength." Aunt May replied quietly. "I just don't know how..."

"I know. I know. It'll get better." Anna spoke in a soothing tone.

"It's not just me, Anna," His aunt continued, "It's poor Peter. He loved Ben. After what happened with his parents... and this time he must've seen it happen."

"Do they know when he's going to wake up?" The concern in her voice was plain. The voices were also closer.

He could hear the knob rattling slightly.

The door opened and Peter, not quite knowing why he did so, slipped lower down into the bed and mostly closed his eyes again. He watched through his lashes as his aunt May, a handsome woman in her mid-forties slipped back into the room. Her normally placid face was lined with concern. May's hair had been a light brown, almost blonde once, but now was shot through with gray. Her clothes looked rumpled and well-worn. A jacket, blouse and slacks. She'd probably been wearing them since last night... Peter assumed it must've been the next day by now.

Behind her, Anna Watson, a woman in her mid-thirties with a shoulder-length fall of red hair whose color had probably come out of a bottle. She was unmarried, worked at a brokerage firm, owned her own house and had long been the subject of interest for many of the neighborhood boys, owing to her pretty face, stunning figure and an indifferent attitude towards closing the curtains when she did her workouts at home. At Uncle Ben's encouragement, Peter had a few photos of her... tasteful shots, of course. But any interest Peter had in spandex had probably been inspired by Anna.

Neither of them looked like they'd had much, if any, sleep.

May spoke as she crossed the distance from the door to his bedside. "The doctor doesn't think there's anything wrong with him physically." She reached out and smoothed his unruly hair back gently, then shook her head. "But he must have seen what happened to Ben. The shock of that..." Her voice trailed off helplessly.

Anna was at the foot of the bed and not within Peter's immediate line of sight, but he could almost sense her there still. Like a scent or a pressure. Something made him aware of her position even before she replied. "It's a horrible thing to see. At any age."

May sighed heavily, her hand stroking Peter's head once more. It was soothing. He needed soothing... but Aunt May was hurting. It didn't take sharper senses to know that. Why had he decided to play possum? Instinct, he decided. He'd reacted on instinct and hidden himself... but he was safe now, right? Aunt May and Anna... they would be safe enough, right?

Peter took a deep breath, strange scents lingering past his senses. He could actually differentiate them, he realized as their scents cut through the sharp antiseptic tang in the air. His Aunt smelled of flour and olive oil. Old books and spices. She smelled like home. Anna smelled of paper and lilacs. Clean laundry and car interiors on a hot day.

He opened his eyes and looked into his Aunt's concerned gaze.

"Oh, Peter." May said gently, a relieved smile spreading across her expression.

Peter sat up easily and wordlessly hugged her.

"Oh, Peter... your Uncle Ben..."

His voice nearly broke at the pain in hers. "I know. I... I saw what happened."

Her grip tightened. A distant part of himself that wasn't taking comfort from his Aunt's embrace noted Anna still at the foot of the bed, smiling sadly. She stood awkwardly, unsure of what to do with herself.

Anna spoke quietly. "I'll should go, May. You two take your time. MJ and I will catch a cab home and you just come back to my place when the doctors say Peter can go, alright?"

May nodded wordlessly into Peter's shoulder. He offered Anna a small, appreciative smile as she left. That small, distant part of him not wrapped up in his grief or misery piped in again, whispering in the back of Peter's head about how... interesting Anna Watson looked walking away.

He clamped down on that voice furiously.

His uncle was dead.

His aunt was hurting.

The last thing he needed to be doing was ogling their next door neighbor.

There was something like a lascivious laugh and a voice in his head, speaking in a clear Southern drawl retorted, _It's just death, boy. Death happens._

Peter involuntarily hugged his aunt tighter, causing the woman to make a small noise in protest.

Peter knew something had happened to him. Something strange.

He knew he was stronger.

Ridiculously... immensely... vastly stronger than his skinny frame should be.

He released her immediately, as though burned and bit his lower lip. "Sorry."

Aunt May shook her head and smoothed his hair back gently. She smiled and kissed his brow. He could almost read the difference. She was swallowing her grief. Her worries. She was walling them back so that she could be strong for him. That formed a lump in his throat and might have set off more tears, but that tiny voice drawled softly to him that he needed to be strong.

_Stronger than tears._

He held her gaze firmly and asked, "Did they catch the men who did it? The guy who shot Uncle Ben? I... I'm pretty sure I managed to punch him before he ran off."

May shook her head. "No word yet. One of the police detectives wanted to talk to you when you woke up. He was here earlier." She held his hand and continued to look worriedly at him. "You punched him?"

He nodded. "They... he... he shot Uncle Ben... then the other guy was trying to take his body with them and I just..." He shrugged helplessly, "I reacted. I chased the guy down to make him let go, but the guy who shot him got in the way and I punched him. Or something. It..." He remembered what else had happened. He could taste bile again at the thought of what had happened. He couldn't let her know.

That was what a monster did, right? He probably wasn't human anymore... was he? Would she still accept him if he weren't... no. She didn't need to know that. She was hurting deeply enough. He couldn't let her think that she'd lost him as well. Especially not to men in lab coats with knives and microscopes. _Cages and Gentek._

Why had he thought of Gentek again? Why would they be vivisecting him and not anyone else, like the government?

May reacted to his sudden hesitation by enfolding him in another hug, "It must have been terrible for you. It will be alright, Peter. I promise you. Everything's going to be alright." She sniffled and Peter knew she was fighting tears back once more.

He nodded miserably into her shoulder. She was trying to be strong for him. He could do the same for her.

_And don't let her catch you,_ the southern accented voice drawled in the back of his head. _They never understand when they catch you. They catch you it's the chair for sure._

More to distract himself than to really get an answer, he pulled away from the hug and asked, "How long have I...?" Peter let the question trail off.

May said, "It's nine AM right now. So about eight hours or so?" She allowed a small smile to quirk her lips, "This is the latest you've slept in all summer."

Peter smiled back weakly. "Do I have to stay here much longer?"

"I don't think so. We'll get you checked out. Anna offered to put us up until the police let us back into the house." She paused thoughtfully. "We'll need a few changes of clothes. What you were wearing was..." She paused again, this time her expression was tinged green. "Your clothes were ruined. And we can't get to anything clean."

Peter nodded, eager to be free of the tiny, antiseptic bed. There was just something... vaguely unpleasant about being in it.

- - -


	3. Chapter 3

The drive from the hospital had been awkward and quiet.

They passed their house and Peter saw the yellow police tape across the front door. There was some more of the tape indelicately wound through the garden and winced as he realized they'd even has the rose bushes he'd thrown up on specifically taped off.

He looked away hurriedly, not eager to remember any more details, but unable to keep the memory of it away.

The voice in his head, distant and thready now, but its drawl still distinct whispered back, _Where you threw most of me back up so y'all could stay pretty._

Peter shuddered.

Aunt May noticed and reached a hand over to cover his. "It'll be okay, Peter." She said with a brittle tone. He dared not contradict her, because she looked tightly wound and even the smallest thing would have her crying again. It hadn't been as bad when they'd been at the hospital. Or the local Walmart buying him new clothes. He was still in surgical scrubs that Aunt May had browbeat out of the hospital staff, but it beat having to go home in a hospital gown and no underwear.

Well, he still had no underwear at the moment, he mused... but the scrubs were surprisingly comfortable despite that.

And... yes.. that's right. He closed his eyes. Soothe yourself with inane babble. It beat the alternative.

He took one last glance as they passed and noticed an unfamiliar car in their driveway and a man who'd been walking towards it.

He lost sight of the man as they went around the street corner, bringing their back yard, which was still visible from the street, into view. He had a strange, vivid memory of climbing up the tree to his own window in the dark rise up out of nowhere.

He wondered where that had come from. He'd never climbed that tree. It's low branches were a good ten feet off the ground.

The window was still open, but what caught his eye was the strange rust colored stain that seemed to run down from the window. Given the brown siding, it probably shouldn't even really have been that visible, but his eyesight had been so much sharper since... things.

He wasn't even wearing his glasses anymore. Not that he was sure what had happened to them last night.

The stain was probably just a leak from the gutters, he mused, but then realized that if it had come from the gutters, it should've started from the roof. Odd.

"We'll be at Anna's any minute now." Aunt May said unnecessarily, with a note of false cheer. "I'm glad she was willing to put us up. Otherwise we might've had to stay at a motel, or something."

Peter snapped his attention away from his study of the back of the house and did his best to smile at his aunt. "Great." He said glumly.

"We'll be able to... we'll be able to go home soon enough and..." May sighed as she turned onto the Anna Watson's driveway, just a few houses away from theirs. "There's just so much to do, Peter."

"I know, Aunt May." Peter said quietly.

"You'll be in the den," May went on. "Anna has an old desktop computer in there she says you can use as much as you like." She waggled a finger at him, mock sternly, "Just no viruses and no porn. We're guests, so I need you to be on your best behavior."

He smiled weakly at her little joke, "Aw, Aunt May, you know I only ever look for porn when-" The quip trailed off. Ben had been the one to encourage Peter to search for 'interesting' pictures online and laughed whenever she caught them. He shook his head hurriedly and finished weakly, "- I'm pretty sure I know better than to do that when I'm the only guy there."

May eyed him for a moment, knowing what he'd been about to say and both of them looked at one another, awkwardly avoiding the unexpected conversational landmine.

It was just hard not to think of him. Or remember him. He'd always been there.

And now he wasn't.

That was that.

_Stronger than tears, boy. Hold it in._

He steadied himself as his aunt brought the car to a stop in the driveway. She looked unsteady as she stared blankly out the windshield to... nothing. Technically the garage door, but she wasn't seeing that. Peter could only guess at what she was seeing. A future without Ben Parker, probably. Her expression told him plainly that she didn't like the sight of it.

Anna Watson bustled out of the house, wearing a soft, understanding smile and sweats that did nothing to hide her figure. She'd apparently had time to change ouf of her clothes from earlier and take a shower. Her hair was wet... Peter's gaze locked on a single droplet of water trailing a meandering line down the side of her neck from somewhere behind her ear. There was the faint lilac scent of what he realized was her shampoo tickling at his nose from twenty feet away.

He closed his eyes hurriedly and looked away. What had happened to him?

Anna greeted the Parkers and helped them out of the car. There was no luggage, just a pair of Walmart bags, one filled with his clothes and another with his aunt's. Enough changes for a few days and some towels and some basic toiletries.

She'd told him that the cops hadn't even let her grab their toothbrushes.

Peter noted that there was a shadow in one of the upstairs windows. It was there and gone before he could get more than a brief impression of it. Feminine, red hair. A hoodie. Probably Ms. Watson's neice, the mysterious MJ.

They were just about to enter through the front door when the car Peter hadn't recognized from their driveway pulled up and a man stepped out. He had a full head of sandy brown hair that had been parted to one side and beginning a slow retreat from his forehead. Peter guessed he was in his forties. He had a blunt, honest face with sharp cheekbones and a leading chin. He wore a dark blue suit and tie, clean and well-pressed. Presentable, but not expensive.

May frowned slightly before her eyes widened with surprise. "George?"

"Hello, May." The man replied gravely, but not without some warmth. He nodded a greeting to Anna as well, but he strode up the driveway at an even lope and took May's hand in his.

She seemed briefly surprised, but then let his hand go and hugged the man fiercely. "It is good to see you."

He nodded. "I just wish it had been under better circumstances. My condolences. Ben was a good man."

May nodded, "Thank you, George."

Pete glanced over to Anna, asking a wordless question with an incline of his head. She shrugged.

May turned and put a hand on Peter's shoulder. "You remember my nephew, Peter."

The man turned his attention to Peter and shook his hand gravely. "You're the spitting image of your father, I swear."

Peter smiled an apologetic smile and shook his head, "I'm sorry... I don't kno-"

"No, it's my fault. It's been years since you saw me last." The man said with his own small apologetic smile. "I'm Detective George Stacy. Your father and I graduated the Police Academy together."

A light clicked on in Peter's head. Vague memories of the man... younger... thicker head of hair. Rolled up shirtsleeves and sharing beers with his father in the living room. Peter would have been in the room with them, playing quietly while a football game played on TV. He remembered a little blonde-haired girl his age stealing his legos, then getting sent to stand in the corner because you weren't supposed to hit girls. No matter how hard they hit you first.

"Detective Stacy..." Pete's smile warmed. He did remember the man now. The last time he'd seen him was maybe a year or more before his parent's deaths.

"Ah, you do remember." George nodded approvingly, then turned entirely to face May. "We need to talk... there's some news about Ben's case."

Anna treated George to a friendly... perhaps overly friendly smile and said, "Why don't you all come in, then? You can talk in the living room and I can get everyone something to drink."

May nodded to Anna and nodded. "Thank you, that would be wonderful."

Detective Stacy introduced himself to Anna and she used both hands to hold his as they shook hands. Peter could tell George was making a point to display his wedding ring prominently.

The Parkers settled onto Anna's overstuffed couch and George took the easy chair. Anna ducked into her kitchen and busied herself making them... something. Peter could smell water being put on the boil. Coffee probably, he guessed.

George regarded May, then Peter and said, "Last night, about an hour after Ben Parker was shot, two teen-aged junkies were shot resisting arrest after attempting to hold up a liquor store. They and their vehicle matched the neighbor's descriptions of the men fleeing your home."

May, who had been holding her breath suddenly let it out in an explosive and relieved rush. "So it's over?" She asked in a trembling voice and George looked away at the expression in her eyes.

Peter shook his head. "I actually saw them. They weren't junkies, Mr. Sta- I mean, Detective Stacey. "

"Call me George." He replied, looking directly at Peter. "I just got a call an hour ago. Ballistics matched the bullets they found in your house with the guns the two dead suspects had." He gave them both a level look. "I've been informed that the case is closed."

Aunt May looked puzzled. "That's good, right? You found the men responsible?"

"It doesn't make sense, Aunt May. These guys were... they weren't kids." Peter said, his voice was low. He felt cold. There was something... oddly familiar about all that.

"That's actually why I was down here," George replied. "You were the eyewitness, Peter. I need you to tell me what happened."

"But you just said you'd been told the case was closed?" May asked.

"I know. And my chief told me... Told me... specifically to close the case." He leaned back in his seat and made a helpless gesture. "He's not saying anything, but it's obvious he's under some sort of pressure for the case to be closed. They're rushing this and that makes me suspicious." He reached out and laid a hand on May's. "I want to make sure we've got the right bastards and not some convenient scapegoats someone else dug up."

May closed her eyes. Then she reopened them, she favored George with a sharp glance, her expression had gone hard. "Why do you think this isn't as simple as it looks?"

"Because someone's in a hurry to make this all go away." George said with a shrug. "Because the setup stinks. Because I just got word from CSI that even though they're closing the case... they're not releasing the crime scene til some specialists arrive to do clean up. Someone is going to a lot of trouble to make sure no one looks too closely at this whole thing." He said gently to May, "And I'm sorry if it seems like I'm jerking you around, but you know I would never do that to you. I don't want this to end up like what happened to Richie and Mary all over again."

"My parents?" Peter asked looking up at George.

George glanced over to May and Peter could read the question in that glance.

May replied quietly. Her voice pained and raw. Peter's heart went out to her. The situation was bad enough,but Detective Stacey seemed intent on reopening old wounds, "We told Peter that his parents died in an industrial accident at his mother's workplace."

George nodded. "Except the investigation into what actually happened at Gentek that day got shut down fast. NYPD was told to stay out of the way of their internal security and they would handle everything."

Peter's eyes narrowed slightly. Gentek again. It nagged at him... those memories that weren't quite his whispered images of clean white labs. Crisp linen sheets. Cages... blood... everywhere. Peter closed his eyes to suppress a shudder. May put an arm around him.

George sighed, "I'm sorry, May. I really, really don't want to-"

"I understand what you're doing." May said, her tone softer now, but the brittle edge to her was back. It was simply too much at once. She nodded to Peter, "You should go ahead and tell him what happened."

Peter looked from his aunt, then to Detective Stacey. The man leaned back into the easy chair once more and he seemed to shift, somehow. His full attention was now on Peter. If he'd had any doubts at all whether the man was a police officer or not, that look dispelled them. He took a deep breath and tried to gather his thoughts, not sure what to tell. Not sure if he should even mention any of those strange other details...

That he'd eaten a man.

And enjoyed it.

That perhaps he wasn't quite human.

He shuddered again and chewed on his lower lip, trying his best to look as though he were gathering his thoughts rather than trying to come up with a plausible inoffensive lie.

"What do you want to know?" Peter finally asked.

"Take me through what happened." George said.

"I was up waiting with Uncle Ben for Aunt May," Peter began. "We were just getting out of the kitchen with a snack... then someone kicked in the front door. A man in a hoodie. Once he was in the living room, then the other two guys came in, they had the guns."

George frowned, "Three guys?"

"Yes."

"Go on."

"They were wearing some kind of military get up. In black. Like SWAT team guys on TV?"

George nodded.

"Only without anything written on it. They were calling each other Smith and Jones." His own voice rose up in his head, except you never actually heard Smith call Jones by name, did you? You heard his name during their mission briefing... a mission briefing you were never at. So why are you remembering things that didn't happen to you?

"You're sure?" George asked.

"Yes. Definitely calling each other that." He gestured vaguely. "They had gasmasks on. I never got a look at their faces. They told me and Uncle Ben to cooperate. The... the first one was sniffing around. Like he was some sort of blood hound or something. Like they were looking for something."

_The runner._ The voice drawled, as a memory rose up to his conscious mind. _You had Ed Wheland's scent all over you. Now why was that?_

Peter gulped nervously. "That... that guy came close to me and Uncle Ben didn't like that. Then Smith... he was nervous. He told Uncle Ben not to move. He gestured with his rifle." Peter raised his hands and mimicked the motion, "Like this."

"You're alright, Peter." George said soothingly. "Can you tell the rest?"

Peter nodded and gestured, "I... I guess his finger just caught on the trigger. His rifle went off. Uncle Ben just..." He stopped, glancing over to his Aunt, her lips were compressed into a thin line, but tears were gathering at her eyes. "He just fell down."

"What happened next?"

"The pistol guy... that's Jones. He told the guy in the hoodie to pick up Uncle Ben... and Smith was supposed to grab me. He acted like he knew how police would respond. It was like they'd done this kind of thing before. Then..." Peter said, then stopped once more, not sure how to continue.

"Then?"

"Don't press him, George." May said, drawing her arm on Peter's shoulders tigher. "It's alright. You don't have to-"

The whispery little voice drawled, _Can't let 'em know I'm a monster. It'd be the chair for sure._

When did the voice start referring to Peter as 'I' instead of 'you'? Or had it always done that?

Want to talk to yourself some more and let the cop get more and more suspicious, idiot? His own voice shot back. The Southern drawl was still there, but it was his voice, clear and strong. It was his own thoughts echoing back at him. He needed to lie. _Simple. Simple lies are best. Nothing anyone can check._ More memories... Cletus Kassidy could like like a champion... always could.

Peter looked at Detective Stacy. He looked him straight in the eye, doing his best to project frustration, weariness, confusion... all the things he was already feeling, but underlying it all was a sincerity he wasn't entirely sure he felt.

"I'm sorry, Detective." He shrugged helplessly, glancing over to his Aunt once more. "I just... I kind of lost it when they did that. I don't know what happened. It just turned into a blur. I remember running at them and just trying to hit them." He hedged, "I'm pretty sure I got Smith in the arm while that happened. All I could think about was getting the guy in the hoodie to drop Uncle Ben. The next thing I remember I was throwing up into Aunt May's rose bushes and she was coming up the driveway. I guess they must've panicked or something when she pulled up."

George Stacy eyed him sympathetically for a long moment and Peter wasn't entirely certain if there had been a momentary gleam of suspicion in the man's eyes, but the policeman nodded. He pulled his wallet from an inside coat pocket and slid a business card out to May. "If you think of anything else... or you need to talk or something. Give me a call, alright?"

May nodded stiffly, accepting the card.

Peter continued to sit quietly as the man got to his feet and left.

Anna finally came back in bearing a tray with two mugs of coffee and one that smelled to Peter's enhanced sense of smell to be hot chocolate with tiny marshmallows.

"He left already?" Anna asked innocently.

May allowed a brief smile to break through as she regarded her friend. Peter realized that preparing the coffee shouldn't have taken as long as it had. Anna was no longer in her sweats, but was wearing an overly casual blouse with a scoop-neck and some rather spectacularly tight jeans.

"You know, he's a very happily married man, you shameless hussy." May said with a twinge of amusement.

"What? I was just being friendly," Anna said with an impish smile and a teasing gleam in her eye.

Peter was about to snap at how... inappropriate her behavior was when he recognized it for what it was... her own way of trying to keep Aunt May distracted. Cheering her up. It seemed to work a little . He also couldn't help but admit to himself that those were some very nice pants.

He fought down an embarrassed flush as he realized he was eyeing a woman over twice his age once again. He cleared his throat and asked, "Where am I staying?"

Anna smiled and beckoned him over to an open archway. "The den is right through here... no door, I'm afriad, and I know how much teenagers like their privacy." She shrugged apologetically, "Sorry."

May shook her head, "Nonsense, Anna. We appreciate you putting us up like this."

Anna made a dismissive noise and waved her hand, "Think nothing of it. Now, there's a small half-bath with a shower on the ground floor. We've got the upstairs bath, so hopefully there won't be too much of a logjam in the morning. MJ wasn't feeling well, so I'll introduce you to her a little later today if she feels like coming down, alright?"

"Yes, ma'am." Peter ducked his head.

"Ma'am... hah!" Anna laughed, It was a pleasant laugh, Pete admitted to himself. "Just call me Anna, or Aunt Anna if you really want to. Calling me ma'am just makes me feel old."

"Yes, ma- I mean Yes, Aunt Anna."

She smiled brightly, "Good boy. Now, May? You're with me. Let's get you settled in, alright?"

May nodded quietly and followed the younger woman up the stairs.

Peter sat down heavily on the sofa bed and closed his eyes.

He needed to think.


	4. Chapter 4

- - -

Peter retreated into the first floor bathroom carrying the plastic bag of clothes with him. The scrubs were fine in the car, but now that he was in the Watson home, he felt embarassed wearing just them and the cardboard slippers.

Also the lack of underwear while in the same house as Anna Watson was probably going to cause problems to arise.

Peter locked the door to the cramped downstairs bath. It was done in white tile with blue accents. The mirror dominated most of one wall. There was a mild smell of cleanser and a sour undertone that he didn't recognize, but the dust his expanded sense of smell was picking up told him quite clearly that this particular bathroom was not used very often.

There was a small shower stall, a freestanding sink, a toilet. Other than the metal shelving positioned behind the toilet, a digital scale on the floor and a couple of towel racks that had towels on them, there wasn't much else in the room.

Pete put the full plastic bag on the closed toilet seat and began to undress. He tossed the top to one side and was about to begin rooting through the bag for a shirt when he noticed something odd about his reflection.

He straightened up and stared.

He curled one arm and stared some more.

He flexed, then tilted his head and squinted..

His expanded senses had been strange.

The weird strength that had come over him last night... that had been strange too.

The other thing... had been the height of weirdness.

But this... this was downright bizarre.

Peter raised both hands up, closing them into fists and curling his arms to force his biceps to stand out prominently.

He'd always been skinny and undersized.

His general build hadn't changed, still sparse, with hardly any bulk to him, but now instead of prominent bone and limp muscles, he was cut. Every muscle stood out starkly on his body. He hadn't bulked up at all, but he was now defined in muscular perfection.

He was built like a runner. Whipcord lean and taut. He brought his arms down and brought them across his torso, causing his pectorals to stand out.

Peter gulped nervously. Another thought occurred to him and he stepped on the scale.

Two hundred pounds.

He'd picked up about seventy pounds overnight.

Cletus had been at least one-seventy.

If anything he was about a hundred pounds underweight.

He'd thrown most of that up, he was sure.

He glanced over his shoulder at his back in the mirror and thought.

Seventy pounds heavier and still the same height and build.

That was insane. He did the math in his head and realized that his body's density must've been ridiculous. He doubted he'd even be able to float anymore.

Not that he could swim anyway.

He shook his head. "Alright. Just another detail. Remember it for later." He muttered to himself. "First things first."

He dropped the pants, intent on changing the rest of the way when he found something unexpected, but strangely more bizarre for being so mundane.

He distinctly remembered that he'd had to put the loose, drawstring tightened pants on without underwear.

The ones he'd been wearing last night had been a complete loss and he wasn't about to put on those string underwear monstrosities the nurse had offered.

It had been something that had been bothering him and part of the reason why he'd hurried to the bathroom. He hadn't been looking forward to meeting MJ in the first place, but he was damned if he would do it without a proper pair of underpants.

Except... where had the white boxer briefs he was now wearing come from?

They were unfamiliar.

He didn't own a pair in this particular style. Aunt May had made it a point when shopping to get him loose boxers in bright plaid patterns. He'd never owned a pair like these.

This had gone well past just plain weird to the surreal.

Pete closed his eyes, feeling his heart beginning to race once more. He took a deep breath, forcing himself to calm down and shrugged. There would be time enough to contemplate the mystery of the boxers later.

They were another data point to consider.

Just one more item for him to think about once he got himself settled.

He began to tug them down and encountered something else odd.

As he slipped his thumbs into the waistband, he encountered some strange resistance and a disturbing sucking, tearing noise as he tried to push them down.

As though the material were stuck to him. He pushed harder and felt it tugging at him oddly.

He swallowed down another nervous gulp and looked down.

Well... they seemed normal.

He peeled down the elasticized waistband and stared. The underside was like an open wound. Not bloody exactly, but it had a color and consistency of raw, glistening meat. As though someone had very carefully and with great precision, peeled his skin away, leaving nothing there to cover the bare muscle.

He could see where the material of the boxers merged into the flesh of his hips.

One hand brushed lower. They felt like boxers. The material felt like cotton... but it was also part of him. He bit down on an exclamation and pulled his hands away hurriedly. His only just recently calmed heart began to race.

He hurriedly fished around the fly of the boxers to ensure that everything else was still in place and allowed himself to breathe a small sigh of relief as he realized that... yes... everything was accounted for.

That brought up the next question.

How did he get them off? His nerves were rattled and his breathing was speeding up.

His heart just refused to settle itself.

He stared at his reflection, wondering if he would need to use a knife. Was he going to need surgery to get them off now?

And why this particular pair?

His heartbeat spiked suddenly, reaching a crescendo his breath caught in his throat.

Heart palpitations? He'd never really had them before, he told himself, but he'd also never done a great many thing before last night.

His heart thundered and the boxers suddenly began to writhe and shift. He jammed a hand over his mouth to keep himself from screaming as his hips and crotch unfolded once more into those strange fleshy tendrils... they unwove, then settled back and suddenly he was naked.

He stared.

Not since the strange, heady days when he'd first stumbled upon those biology textbooks and understood what the whole puberty thing actually entailed had he stared at his crotch with such intensity.

His heart had settled down once more and he gulped down the rising bile.

Well... this was what he wanted right? Strange underpants gone.

He frowned and concentrated on the image of those underpants. His heartbeat roared and strange red things blurred and flailed at his hips and he was wearing them once more.

He blinked and willed them away.

Again the disturbingly biological unweaving and rebuilding presented itself and he was naked once more.

That was definitely going to need thinking about.

He looked down and wondered. He pictured a different pair of underpants. One of his regular ones. Something plaid... his heart raced and he was beginning to associate that with the strange changes that he was undergoing.

It looked... off. He'd visualized them as clearly as he could. He'd imagined a pair he'd owned for over a year and wore on a fairly regular basis. They were very familiar to him... so why did the results look so strange?

The material was wrong. Not the soft, thin polyester that it should have been. It felt almost like woven hair under his fingertips. The colors were worse. Red like blood, mottled blue and black like bruises.

He winced at how horrible it looked and wondered what went wrong?

Observe.

Learn.

What was different?

Why was it different?

The white underpants hadn't been his. Where had they come from? Why were they being so perfectly duplicated while something that should have been easier for him to visualize, being so familiar, weren't?

Maybe he could try a more direct model to copy.

He fished around in the bag and pulled out a pair of boxers.

He held them out in front of himself. Green and orange checkered patterns on black.

He didn't know why he still let Aunt May buy his underwear for him.

Peter concentrated on its appearance... the feel of it under his fingers... even the scent of new cloth filling his nose.

His eyes narrowed as his flesh blurred into tendrils and his heart spiked. The more he tried it, the faster it seemed to be, but it was turning out to be similar to his other poor attempt, with the biluous green and blood red rather than what he was trying for.

He gave a frustrated snort and his hand unfolded. Fleshy red tendrils split away from his fingers and engulfed his freshly purchased boxers.

This time he wasn't able to stop the startled exclamation from escaping.

He slapped his hands over his mouth in surprise. This was followed by quiet cursing as he heard heavy steps outside the bathroom door followed by hurried knocking. "Peter, are you alright in there?"

He winced and opened the door just a tiny crack, "I'm fine, Aunt May!" He said, trying to smile, but all he could manage was a sickly grimace. "I stubbed my toe while I was changing. Sorry. Didn't mean to worry you."

She eyed him with concern, but his answer had deflated her somewhat. "Oh. Well, be more careful, alright?"

"Yes, ma'am." He said with a nod and hurriedly shut the door, leaning against it to heave a sigh of relief.

He glanced at the mirror and found that now he was wearing the underwear he'd been holding. They even still had the price tag dangling off one pant leg by some string.

He grabbed the tag and tugged if free sharply. He winced... that had felt like pulling hair out from his leg. It wasn't quite the tag. It looked almost right, but the writing was blurry and indistinct and now that it was separated from him the material seemed to be falling apart into wriggling reddish black tendrils.

He winced and tried to toss what was left into the sink, but his hand had absorbed the material.

He glanced down, willing the new underwear away. They vanished in a red haze and roaring heartbeats. He stared and the white boxers appeared. Then they vanished entirely. The new underwear returned.

"I can eat clothes." He said flatly, disbelieving.

He stepped to the bag of clothes and shoved both hands in, tangling and grabbing the material into his closed fists. For the first time he actively willed the process of consumption. His heartbeat spiked hard, a sharp sudden crescendo of beats that threatened to explode out of his chest and it was done.

The bag was empty.

Peter faced the mirror and spread his arms out. His entire body shifted... red and black tendrils flailed briefly and settled into new positions, new colors. He had khakis on now and a plain white T-shirt and a button down denim work-shirt over that and sneakers. Or at least it was an extremely good emulation.

He concentrated and the white t-shirt was replaced in a red blur by black shirt with a prominent smiley face. The work-shirt had vanished as well.

Well... this was going to make things easy come laundry day, he thought. So I can take the appearance of anything I've consumed.

He frowned as another though occurred to him.

Anything he'd consumed.

He looked at his image in the mirror, his face expressionless.

His heart rate spiked and his body seemed to unfold itself and red tendrils obscured everything as his body rebuilt itself. He gained an extra six inches of height. His shoulders broadened, compact muscles filling out his frame. His clothes shifted... black jeans, work boots and the hoodie.

He stared into the mirror at the man he'd eaten.

He pulled the hoodie back, revealing Cletus Kassidy's blank tumorous face. Peter met his own faintly glowing eyes, not sure why he couldn't look away.

This was the life he'd taken.

Eaten.

He leaned heavily on the sink and the face shifted once more, red unfolding into new configurations as the tumors melted back... nose and chin grew into place and red hair began to sprout on the bald head and a spray of freckles dusted his nose and cheeks, until the results were unrecognizable.

Peter blinked.

_Now there's the face of a winner,_ the little voice in the back of his head drawled and an image rose of mug shots with that face, memories of shaving it. His own... Cletus' original face before... whatever it was in that vial had turned him into what he'd become.

He shuddered and stepped back, his body folding back in on itself, shedding the appearance of Cletus Kassidy until all that was left was Peter in the checkered shirt, khakis and sneakers.

More questions. He sighed.

He also really hoped that Aunt May didn't think to ask where the rest of his clothes were.

- - -


	5. Chapter 5

- - -  
Lunch had been burgers from a local deli delivered by a dark skinned local teen who spent an awful lot of time smiling nervously at Anna and staring. Peter had the impression that technically the deli didn't really deliver, but this was an arrangement she'd sweet talked them into agreeing with.

The burgers had been huge, greasy things. Thick and dripping with condiments. The deli had thoughtfully provided a tiny selection of vegetables on the side if anyone wished to desecrate the mass of meat with greenery. Anna had chosen to have a salad with hers, which seemed to Peter to be some sort of strange contradiction.

She'd had to leave right after. Anna was still planning on putting in a few hours of work while she could. MJ hadn't come down for lunch at all, and her aunt had brought her food up to the spare room.

Peter ate slowly. He made mincing, tiny bites of his massive burger, barely opening his mouth. As he did so, he eyed his hands suspiciously. He was alert for a sign... any sign that they might try something... strange.

The last thing he needed was for his Aunt May to see his hands turning into unfolding fleshy orchids and absorbing the burger that way. But his heart seemed to have settled and he finished his sandwich without incident.

Aunt May had been quiet. She hadn't even made even her normal complaint of how unhealthy the burgers must've been. She'd sat there and eaten, looking to Peter as though she hadn't tasted any of it. Aunt May hadn't been able to finish more than a few bites and she'd passed her leftovers to Peter with a wordless glance at his nod.

She'd had a handful of papers close at hand during the meal. Peter knew she was making calls. Informing whoever needed to be informed. Dealing with his insurance. With the bank. With the funeral arrangements. With all the thousand and one little details that one never really had to think about until someone was actually gone. It hadn't even been twenty four hours yet. It had barely been twelve. The whole thing still felt surreal. He could tell she was busying herself with those details to help her deal. If she was making calls and writing down numbers and making all these appointments, then she wouldn't really have to think about what had happened.

He attacked his Aunt's leftovers with more gusto once she'd left the kitchen table to continue dealing with the paperwork in Anna's bedroom. Now alone and far less worried about getting caught, he devoured everything left on the table down to the dry pickle spear and the badly sliced tomatoes. As he cleaned up after them, a sick, twisted little thought rose in his head. Could he actually mimic a burger now that he had eaten one? Or a tomato? On reflection if he did turn into a tomato it would probably be a sliced one... or did that not work that way?

Could he, in fact, make a pickle spear out of himself?

He wasn't sure he wanted an answer to that question. The mimicry that he accomplished was extremely good, but far from perfect. He'd noticed that the zipper on his 'khakis' wasn't actually made of metal like it should have been. It was a good simulation, the color was right, but when he'd actually touched it, it felt more like... like plastic. Or in some strange way, like bone. It also didn't open the way it should. If he concentrated, he could kind of force it down, but then he got the red tendrils blurring and then it would just be an unzipped zipper without actually having passed through the intervening teeth.

Which might have been right as well. He wasn't sure how these were being duplicated, but maybe it couldn't actually shape metal. It looked like consuming something gave him a pattern to work with, but the duplication wasn't quite perfect.

He fought the sick thought down to try turning into a burger with a side of fries anyway and wandered into the den. He sat down heavily before Anna Watson's old desktop. The office chair he occupied creaked dangerously under him and he quietly cursed to himself as he remembered how much heavier he was now.

He had... information. Not much of it made sense yet, but he needed to put it together.

He also needed to look for information.

Thank goodness for the Internet.

What he knew was that Smith and Jones had come to their home looking for someone they had called a Runner by the name of Ed Whelan, who had worked as a nurse. He was fairly sure 'Runner' was a specific term rather than just a description. Smith and Jones were supposed to hunt down Runners... obviously Jones had been at it longer than Smith. He guessed Runners didn't happen very often and whatever simulations or training they underwent didn't quite match up to actually being in the field. Or it was Smith's first day on the job.

Cletus Kassidy had been their tracker. They had somehow had a rough idea of where the Runner was going, but they couldn't really pinpoint him without Cletus. It hadn't been a scent exactly that Cletus had followed. It was something else. Something somewhere in between scent and pressure and a sort of visual... the memory had been jumbled and difficult to explain, but Peter remembered what it had felt like.

He had some information to serve as a starting point then, he mused. The names of two people... and Gentek.

He ran a few searches, using various combinations of the few facts he had and turned up quite a bit of information immediately on Cletus. Cletus Kassidy had been a homicidal psychopath who had gone on a spate of spree killings all over Arkansas in the summer of 1993. At every site of his bloody and brutal murders, Kassidy would write out somewhere on the scene in his victim's blood: "Carnage Rules". This had earned him the nickname in the newspapers as the "Carnage Killer"

The crime fansite that Peter had stumbled upon had recounted with a sort of morbid glee that over the course of his bloody three month rampage, Kassidy had left seventy two dead- and at this point the voice laughed in his head, stronger now than it had been before and drawled out, _It's actually an even hundred... the cops didn't find 'em all_.

An FBI team finally caught up with him in the early fall of '93 and he was convicted and sentenced to the electric chair in 1996.

Except someone had offered him a vial and a new chance at life the night before. Peter had to wonder then... who had died in Cletus Kassidy's place? Why would anyone choose to save him- he caught himself as the memory of that moment had surfaced again. Fragmentary, but tantalizing. Cletus... had been the right kind. He'd had a chance at... something. Fifty-fifty the man in the suit had told him.

Whatever it was had been enough for whoever they were to offer him a chance to work for them. That was what had happened. They had saved him and used him, but Peter had a feeling that if it had not worked, no one would have shed a tear. But it had worked, hadn't it? Cletus had been thirty one at the time that he should have been executed. He'd been forty seven then when he'd finally died at Peter's hands, but Peter had a feeling he hadn't really aged much in that time.

He remembered Cletus's tumor-ridden face... the strangely sharp senses... the strength... oh, yes. Peter knew Cletus had been very strong as well, he hadn't quite noticed it last night, driven as he'd been by his own fury, but Cletus hadn't had any difficulty at all in lifting Uncle Ben who'd been a tall man with a heavy build. But Peter had been stronger still.

_Stronger than Tears._

Peter shook his head to clear it and closed the browser window, still disturbed by what he had found. He ran his tongue nervously across suddenly dry lips and realized his heart was hammering.

He closed his eyes, trying to force himself to stay calm, but this hadn't been his body gearing up to change. He licked his lips once more.

Those crime scene photos. Even in black and white they had been horrific. Bodies artlessly arranged in strange patterns all over the ground. Some of them hacked to pieces and scattered in ways that seemed to be set to cover as much ground with gore as possible. Blood spatter on every surface.

His stomach should have been roiling in disgust.

Except he felt... excited. Disturbingly arou- he closed his eyes and sharply turned his mind away from that line of thought.

Cletus had been turned on as all hell when he'd done it, Peter realized. The Carnage Killer. A monster in human form, but whatever it was that he'd done the night before, he hadn't just consumed the man's body. In some strange way he'd devoured his mind. His memories. Some part of him was now in Peter and he suspected there was not going to be any way to get rid of him.

Peter had invited it into himself.

That brought his bile rising once more. He could actually feel agitated tendrils rise up from his body this time and with an act of will forced himself to calm down. He knew he was not going to be like Cletus.

He couldn't.

He would not let that happen.

Whatever else he was, he was still Peter Parker. He wasn't Cletus Kassidy, no matter what voices whispered in his head. He wasn't about to forget that.

He took a deep, shuddering breath and opened another browser window. He still had more information he could look up.

A few minutes of false starts and misdirected searches had finally turned up Ed Whelan's social media profile page. The face was what Peter had remembered from the briefing Cletus had sat through. The man was unremarkable. Short, mousy brown hair, small, squinty brown eyes behind a pair of cheap glasses. He man had a lean, sad face with a vaguely rat-like cast to it. There weren't that many people listed as the man's friends... and the ones who did seemed to have mostly been using him for game fodder than actually talking to him. No family, few friends. The few photos of himself on the page were all self-portraits. Probably taken with a camera phone.

Peter shook his head. He didn't get out much, nor have much in the way of friends, but Whelan was an even sadder specimen than he was.

The last status update had at six in the evening from last night. He wondered why the man had even bothered, when no one really read them?

Peter read, "Heading in."

That was it. He updated religiously, but it was all completely innocuous, innane and... pointless.

"Had dinner."

"Good coffee."

"Hate work."

The man may as well have been posting tweets for how much he actually said. Peter stared. Unless someone had cleaned it up?

No. That was too paranoid. Ed Whelan had almost no mention of what he was actually doing with his life... because whatever he was doing wouldn't have allowed him to post on something like this. Something like how Cletus had spent his last sixteen years. Locked away from everything.

Whelan worked for Metrocare. He'd had the same job practically since he got out of nursing school in New Jersey. Metrocare was some sort of private medical sub-contractor.

Peter frowned and went to work on the search engine once more. He burred himself in the search, glad for the distraction.

It beat thinking about Uncle Ben. _Or Cletus_, his own voice drawled in his head, strong and sure.

Two hours of searching, clicking and meticulous notes on the computer had turned up some more links. Metrocare was a subsidiary of Oscorp. Oscorp was best known as an insurance company. There had been a series of popular commercials that the company had put out involving a small green goblin that would destroy everything you owned unless you had Oscorp insurance.

Oscorp Insurance however was actually a holding company, that had quite a large number of other businesses under its wing... most notably: Gentek.

_Cages and Gentek._

It all seemed to keep coming back to Gentek.

Peter stared at the man's profile photo and tried to figure out why he had become a Runner. Whatever that was.

What had happened that had made Smith and Jones and Kassidy give chase?

Peter's heart began to race as he remembered other things.

_Running._

_Then climbing the tree._

They realized that Whelan had run when one of the patients under his care had died. Long term comas. Something like that. A woma-

Peter hands clenched as another image swam up from his memory. A woman, seemingly asleep. Electrodes had been attached multiple points on her body and a light blanket covered her naked form. She was confined to a bed, bound down by straps of leather. Her hair was cut short to little more than fuzz on her head and a profusion of electronics ringed her brow like a crown, but every bit of monitoring hooked up next to the bed showed no brain activity whatsoever. Even the heartbeat monitor was slow. Almost a minute passed between beats.

She was the coma patient who'd died on Ed Whelan's watch. The one that prompted his supervisor to ask why he hadn't reported her death... the one who had then reported Ed as a Runner when the man had acted suspiciously.

Peter staggered to his feet, pushing the office chair roughly from him. The woman.

Cletus hadn't been shown a photo of the woman.

He first found out about her after she'd been dead, but that memory was one of her having been alive.

Where had that come from?

That hadn't been what had caused Peter to reel. He took slow shuffling steps back to the bathroom. His steps were unsteady and his breathing ragged.

Her face.

He remembered her face.

Her hair was shorter than he had remembered... really remembered. It had once been shoulder length. A light auburn. He had hugged her tightly the night she'd had to work late. He'd been upset about that.

Mary Parker had died five years ago... then why did he suddenly have a memory of having seen his mother in a coma from last night?

Shakily, Peter shut the bathroom door and leaned against it once more.

His lips were dry and he licked at them again.

This was too much.

Too much. Too quickly.

He stared at his reflection and it stared back. The surgical scrubs he'd been wearing were still on the floor of the bathroom.

He made a note to himself that he should pick those up, otherwise Aunt May would start in on a lecture about being a good guest.

He shut his eyes, forcing himself to calm down.

To think rationally.

Logic. He opened his eyes and pictured a face.

He imagined his Uncle Ben's face. He knew the man's face better than his own.

His heart raced and tendrils unfolded across his face, reshaping his features to something like a caricature of Ben Parker's face. The prominent chin had been exaggerated comically. The broad forehead, rendered immense. The hair was the completely wrong color, a faded, mottled gray that was smeared unevenly across the entirely wrong hairstyle. He'd gotten the eyes right at least, but that probably hadn't been too difficult since everyone said he'd had the same eyes as his father. Parker eyes. The same as Uncle Ben's.

Same as the underwear, he told himself. He could broadly imitate something he saw, but to get the best possible copy he had to eat it.

When he ate a person, he got that person's memories, he continued his chain of thought.

He allowed his heart rate to spike dangerously once more and tendrils unfolded and rewove his body.

He stared at the mirror.

The ratty face of Ed Whelan stared back, his expression one of shocked horror.

Now if Peter could only just remember: When had he eaten Ed Whelan?

- - -


	6. Chapter 6

- - -

Peter went up the stairs uncertainly.

He needed a little time. A little space.

He needed to get out into the fresh air a bit.

No matter how much he normally hated to do so. Uncle Ben had always considered going out to be good for you.

He wasn't so certain, but it would beat walking in very small circles around the bathroom.

He didn't know which door was which, so he knocked on the first one at the top of the stairs.

His Aunt's voice called out, "Yes? Peter, is that you?" Her voice sounded strained. Tense.

Peter licked his lips once more and called back, "Yes. It's me. I just wanted to let you know I was going to go out for a walk."

There was a pause and Peter imagined Aunt May mulling that over. "A walk? Are you sure?" Her voice sounded closer and the tone of disbelief was very difficult to miss.

He sighed and jammed his hands into the pockets of khakis. "I just... I need a little thinking room."

The door cracked open and May looked out, with concern and worry plain on her face. She looked him in the eye, as though trying to gauge why he would actually need to go out at all before nodding. "Alright. Give me a call if you're going to be late for dinner, alright?"

"Yes, ma'am." He said respectfully, ducking his head.

She opened the door entirely and wrapped him up in a hug. He didn't need enhanced senses to tell him she had been crying. He hugged her back before she reentered the room.

Peter realized that she really must have been distracted. His cellphone was still back at home. Well... there were payphones in the neighborhood... he wasn't planning on staying out too long anyway. He'd planned on being back well before dark.

He sniffed at the air, having caught a whiff of an unfamiliar scent. Bactine and lilacs. Anna Watson's shampoo, but the undertones of scent were completely different. Fresher. Keener. Something sweet and light. It wasn't quite the same, but it made him think of waffles.

He glanced over his shoulder at the other door across the hallway. It had opened a crack while he was talking with Aunt May. Probably why he hadn't heard it.

He caught sight of a brief flash of a hoodie and about half the face beneath it. Pale was the major impression that had been left. Almost bloodless, framed by shockingly red hair. She'd had pretty, even features and he caught a glimpse of a striking green eye.

MJ, he guessed and was surprised even though he probably shouldn't have been. Obviously looks ran in the Watson family.

She startled at his glance and turned away, slamming the door hurriedly as she did so. He caught a glimpse of the other side of her face as she moved. There was a mass of unhealed bruises on the left side of her face. She'd had a black eye, almost, but not quite swollen closed. Her lip on the left side was cut, but it had already scabbed over. More bruises on her cheek.

"Arguing with her father again" Uncle Ben had said.

"A matter of life and death." He'd said.

No wonder Anna had been in such a hurry to pick her up. Going so far as to wake up her neighbor to borrow her to drive the car. Peter started down the stairs. He felt bad, but there really wasn't anything he could do about that situation. He had his own problems to worry about and at least MJ Watson was here and away from whatever her original situation was.

He got to the door and realized it would be brisk outside. Did that matter to him anymore? He didn't have a jacket... Aunt May had mostly picked up indoor clothes during their shopping run. He glanced up the stairs, taking a deep breath to assure himself neither his aunt nor MJ were out where they could see him, he shifted clothes, putting himself into Cletus' hoodie. He kept the khakis, but swapped Cletus' heavy boots for his sneakers.

He opened the door and stepped out, before hurriedly jamming his hands back into his pockets.

The wind pulled the hoodie off his head. He reassured himself that it was, in fact, his face by his reflection in his aunt's car's windshield.

He smiled tightly and began to walk.

He had no real idea of what he wanted to do. Or where he wanted to go. He'd just felt... restless. Closed in. _Sometimes, a man just needs to prowl_, his voice drawled up. It was strange enough hearing his thoughts... Cletus's thoughts coming to his attention. It was even stranger having thoughts in his own voice doing it with the Carnage Killer's accents and inflections.

He'd let his feet move him on automatic and found himself right outside their back yard. The waist-high wooden fence was more of a mildly worded suggestion than any real deterrent.

Peter looked and thought. Well... he did need to have some other clothes to show Aunt May since he'd eaten all of his new ones. It was late afternoon, but too brisk for most people to bother with staying outside. People were either at work or staying in. Peter let his senses range out. He wasn't sure how well he could trust his newly expanded senses, but he felt... safe.

Or at least he didn't see, smell or hear anyone out on the street at that moment. He was pretty sure no one was looking out their window at the moment.

So why not? He reached around for the gate latch and found that against all odds and prior experience that someone had locked it.

Probably the cops. Or whoever those clean up specialists Detective Stacy had mentioned were.

He was pretty sure no one was around. Peter tried to clamber over the waist high fence. He was all set to plant his faux work boot covered feet in the gap between wooden posts and try to use that extra bit of height to lever himself up and hopefully not hurt himself too much when he stumbled down on the other side, but it hadn't quite worked out that way.

As soon as he's planted his hands on the top of the fence and began to lift his feet, he realized that he could support his weight entirely on his arms. With grace and motor control that Peter had never had before in his life he'd easily tucked his legs in under him, vaulting up and over the low fence with ease. Peter whirled and stared at the fence.

He looked up and down the street once more, planting his hands on the fence one more time and repeated his feat, landing on both feet solidly back on the sidewalk without any difficulty at all. He grinned.

It wasn't that he'd been clumsy or anything, but Peter had always been distinctly nonathletic. PE was the only subject that actually threatened to ruin his grade point average. So... on top of the strength he had... perfect muscle control as well? Some sort of enhanced proprioception? All his other senses seemed to have undergone a sharp enahncement, why not his kinesthetic sense and his sense of balance?

He grinned, then looked up and down the street one more time. He grasped hold of the wooden fence, then kicked up, shifting and folding his body easily into a handstand. He kept grinning as he smoothly and easily did a push up from his position. Once he'd straightened up, he released one hand, his body immediately shifting his balance to accommodate.

Easy.

One hand hand-stand atop a three-foot high fence. No difficulties. No strain. This wasn't bad at all. What memories Peter still had of Cletus told him that the man hadn't been able to do any of this. On the other hand, Ed Whelan hadn't looked particularly athletic to Peter, but what did he know? Was the man perhaps some sort of closet gymnast? Was that a thing?

Or this had nothing at all to do with either of them, but was simply the consequence of having better control over his body now? Control Cletus hadn't had. Then again, Cletus hadn't been able to eat people and keep their memories either... he had a vague, sickening memory of a meal the Carnage Killer had had after his transformation.

Then Peter realized that perhaps these sorts of things were not really best contemplated upon while doing a one-handed hand-stand on top of a fence out on the sidewalk where anyone could come across you.

He smoothly flipped down and rolled to his feet on his back yard, the springy grass was starting to brown and Peter remembered Uncle Ben had had plans to get some fertilizer over the weekend.

He took a sharp breath and berated himself.

What the hell was he doing? He didn't need to be there. Hell, Detective Stacy had told him the crime scene hadn't been released yet, so he was pretty sure he was going to get in trouble if anyone caught him, but still... here he was.

The clothes were an excuse. He needed answers.

From across the yard, he eyed the tree that was next to his window. It's lowest branch was ten feet off the ground. Higher than Peter could ever jump before. The window to his room was around fifteen feet off the ground and the branches were widely spaced enough that he'd practically have to go halfway around the tree to make it from the lowest branch to the branch closest to the window he wanted.

Perfect muscle control. Strength. Running.

Peter took off at a flat-out sprint, shocking himself with his own speed as he crossed the yard in barely any time at all. He leapt and badly miscalculated as he took off like a rocket, completely overshooting the branch he'd aimed at. He yelped, extending his hands desperately. His fingers caught on the rough bark of a higher branch and he allowed the momentum of his leap to swing him almost entirely around it while his fingers gouged a furrow into the branch.

He sat on the branch, a good twelve feet or so off the ground. He was panting, but not form exertion. The run, the leap, the swing and the smooth, easy grace with which he had done these things hadn't tired him at all. His breath came fast from the exhilaration. His heart raced with excitement. He'd never been a very physical person. But that... had been simplicity itself.

Peter stood up, balancing on the branch without the slightest difficulty. He could feel the bark against his feet and he realized that the work-boots had vanished and he was now barefoot.

Well, that made it easier to stay on, he guessed. He hopped from branch to branch, moving with the easy grace of a man who was making his way up a flight of stairs and found himself without any difficulty at all at the window to his room.

The window was still open and he let himself in, feeling a strange sense of deja vu.

He glanced to his side, to where his bed was and remembered the small tangled up lump on the bed that had smelled familiar.

His jaw clenched and he forced himself to calm down again. Ed Whelan had come through here.

He'd been the source of Peter's running dream... but... where had the man gone? He'd left Peter a few vague memories and the abilities that had led to last night, but that didn't answer the question of what had happened. For instance: why had Ed's run led him here?

The vague impressions Peter had gathered told him that wherever it was the man had run from, it had been somewhere in Manhattan. Why come to Queens? Why to the Parker residence? Did that tie back to Whelan's memory of his mother in a coma?

The room smelled... of him. There was a definite... Peter-ness to his room. His territory. He glanced around slowly. He'd woken up too quickly last night and hadn't really had a chance to see if anything had been disturbed during the night. He realized that was probably why his glasses had been so blurry when he'd tried to put them on when he'd woken up. His eyes had already changed. Or begun changing.

Nothing out of place. The piled up laundry was where it had been before. The books on his shelves and desk. The little terrarium with it's plethora of interesting bugs next to the ant-farm were untouched. Even his posters were in their proper spots. Nothing.

He took another deep breath, trying to get a sense of what was there. Cletus remember Ed Whelan's scent. Or was that something else?

Peter caught a whiff of it. It was faint. The sickly-sweet carrion-rank that had clung to Cletus Kassidy. It was subtle, almost gone. He walked a slow circuit around the room, until he realized that it was coming strongest from outside the window. He stuck his head back out and noticed those rust-colored stains he'd seen that morning.

They were barely visible, but something about them made them stand out to his eyes. The smell was coming from the stains. He scraped at a bit of it with his fingernail and brought it back up to his face to see it better.

Up close gave no further revelations. It was crusty, whatever it was, and up close the smell of it was strong. He tried to roll it between his fingers, rubbing it off his fingernails when his fingers blurred into tendrils and absorbed the material. Hungrily. Greedily.

Peter blinked and felt the sick realization of what exactly the stain was. He looked back out the window. It had dried overnight, but there was still quite a bit of it caked down the wall.

He was sure he was looking down on all that remained of Ed Whelan. Peter bit his lower lip. That made no sense to him. Whelan had come to him in his sleep and somehow... somehow, what? Fed himself to Peter? Then threw the rest of himself out the window?

Peter clung hard to the wooden windowsill. The alternative, he realized, was that somehow Ed had eaten him as he slept. He gulped nervously. And he wasn't Peter Parker... not really. He was ratty old Ed Whelan, with his inane little status updates and lonely self-portraits... deluding himself that he was Peter Parker.

If he'd been Whelan, Peter probably would've killed for the chance to be someone else.

Well? Had he?

Peter pulled his head back and set heavily in his bed. His entire body was trembling. Did that make sense? Logic, follow the steps. He didn't have enough information to follow the chain.

He didn't know enough yet. He didn't have enough information.

The answer was obvious. Get information.

Peter went to his desk. He grabbed his phone and stuffed it hurriedly into the pocket on his hoodie and tried not to think about how strangely... fleshy... the interior of his pockets felt. He rooted around his closet and pulled out a small backpack that he'd stuffed full of a random assortment of clothes, a small plastic case that had once been a first aid kit, and a pocket-tool.

The case was where he kept small empty baggies, among other things. It was just the right shape and size to carry conveniently when he'd gone on bug-collecting sessions with Uncle Ben when he'd been younger. He unfolded a knife from the pocket-tool and scraped samples of the rusty stains into a baggie and sealed it. There was a small package of alcoholic handwipes on his side table that he opened and used that to wipe the knife clean before putting it away.

He stuffed the baggie into the case and pushed that into his pocket. Peter had a... vague idea of how to do DNA testing. He ducked out of his room and into the upstairs bathroom that had been entirely his and fished out the hair clogging the shower drain. There. Older DNA exemplar for Peter Parker.

Now he just actually had to get access to a place where he could actually do a DNA test and check. That should be easy right? He could prove to himself that he really was Peter Parker.

_Y'know what? That's the easy part_, His voice drawled in his head. _We find someone who can do DNA tests, eat him and we're golden._

He allowed a sickly grin to surface. That was actually sort of funny in a ghoulish sort of way. He could quite literally be anyone. He just had to eat them first.

He looked up at his reflection in the small bathroom mirror and couldn't quite meet his eyes.

Okay, maybe it wasn't that funny, he flushed.

- - -

He stepped onto his bedroom window sill with a deceptive ease. It was skip to the branch, then from there, a hop, another hop and a sort of half-step to get back down to the lowest branch.

Instinct made him turn. He looked out in the direction of the Anna's house and noted MJ's hooded form watching him through the second floor window.

He blinked in surprise and not knowing what else he could do, he waved to her.

She waved back before disappearing into her room once more.

Well... that was progress at least? He mused.

Now self-conscious, he lowered himself gingerly and noted that the ground was still almost four feet below him. That wasn't that big of a drop, he told himself and let go.

It really wasn't that big of a drop. He took it easily, barely flexing his knees. Peter looked around the back yard and out to the street. The coast seemed clear once more so he grinned and allowed himself a bit of fun. He shot forward at a run, then leapt, clearing the low fence like a hurdle.

He glanced over his shoulder and found several large black vans beginning to pull up to their driveway. The 'specialists', Peter was sure. He watched the men as they began to unload their equipment, setting up a larger perimeter around the house.

They moved slowly. Almost tripping over themselves. There was a definite note of exhaustion to their movements, Peter noted. Almost like they'd been running around all night.

He frowned and counted a dozen of them. He was fairly sure they were all men. Or he hoped they were all men. They were all built like linebackers, but really, Peter couldn't tell and anonymous behind their bright yellow Hazmat gear. Their helmets looked incongruously like a bee-keeper masks. He also couldn't help but note that the outfits also seemed to include some sort of torso body armor given how stiffly the material seemed to move.

He could overhear orders being issues to secure the perimeter and Peter took that as his cue to leave.

He began a leisurely jog away from his home as the men set up strange equipment... the activity seemed to be centered on the rose bushes, which if Peter really thought about, he realized he could catch just a faint trace of the same scent coming from that direction. He had a feeling these men knew exactly what that was. He wondered if they would be checking the back of the house and realized it would definitely be better for him to not be anywhere near the men.

He pulled his phone out and glanced at the time briefly. Hours to go before dark.

More time to kill. He lowered his head and ran past the Watson house trying to see just how fast he could actually manage.

He skidded to a halt at an unoccupied park a few minutes later. He felt slightly winded, but there was no feeling of strain in his body. No fatigue. Not even any difficulty breathing. Given how his heart rate had been spiking whenever he altered himself, he found it odd that it hadn't wavered. The beat was steady... there had been no change at all. Almost as though his run had been absolutely no difficulty, but changing underwear required a massive adrenaline boost.

He did the math in his head and stared at the route he'd taken, dumbfounded. If he assumed that he'd been going at a steady speed, he'd just clocked in at roughly forty five miles an hour.

He looked around and shook his head. He hadn't even really felt like he'd pushed himself. Peter was certain if he'd had a bit more room he could easily top that.

Another interesting data-point... but ultimately, not too useful in the grand scheme of things.

He walked to one of the park benches and sat, leaning back as he did so.

There really was just... so much to deal with. Too many questions. Not enough answers.

He closed his eyes and allowed his mind to drift. Breathing slowly through his nose.

That was when the sickly-sweet carrion stench hit him once more and he opened his eyes.

The smell was coming from above him and that made no sense. He couldn't see anything in the open sky... no... he squinted and actually felt a sharp pain as his eyes adjusted and began to zoom in on a speck in the distance.

High above, something glided past. Peter had no real idea how far up that was... or how big it was, but whatever it was, it had set off whatever tracker senses he had "inherited" from Cletus.

Something else like Cletus Kassidy. Like Ed Whelan. Like him.

It was too far for him to pick out any details, but whatever it was, it glowed with a faint red haze and had a bird-like silhouette. Its proportions were all wrong for any bird he could think of, but the extended neck it sported reminded him of a buzzard... or a vulture.

He froze, wondering if it could sense him back, but it kept going in the same direction, the stench fading as it moved outside of whatever range he had. He blinked and his eyes snapped back into close focus with another sharp burst of pain.

He got up quickly, taking cover under a tree in case it circled back. Was that another Runner? Or a flyer in this case. Or was it another tracker?

He hadn't really been thinking about it, but those men had seen him. Smith and Jones knew what he'd done and it wouldn't have been difficult for anyone to deduce what had happened in the Parker home.

He ran a tongue across suddenly dry lips. Was he putting Aunt May, Anna and MJ in danger by being there?

He cursed to himself. More. Damn. Questions. He was sick of them.

- - -


	7. Chapter 7

- - -

Peter leaned against the base of the tree. The sun had made it's slow progress across the sky and his shade was beginning to move away from where he was sitting. His backpack was next to him, mostly ignored.

Scrubby green grass came close, but most of the area immediately around him was bare earth. He might have been worried about what Aunt May would have said about coming home with dirty jeans... except he wasn't really coming home. He'd be coming back to Anna Watson's place. As for the dirt... he found that dirt didn't seem to cling all that well when his clothes... or hand... turned into a mass of little fleshy tendrils.

Another bit of semi-useful data.

He'd lost track of time just sitting there. Letting his thoughts chase one another.

Every so often people would pass by the park. A few locals who recognized him as they passed waved or nodded. Kids would wave regardless. It was that kind of neighborhood. One or two would stop to give their condolences or to ask about his aunt. He'd been polite, but had done his best to gently discourage them from lingering.

He'd wanted to be by himself.

He did notice that there were less people out than there should have been. Even with the weather being what it was, the streets were usually livelier. People sitting on their porches or kids playing on the lawns. He realized that there had been a sober quality to everything. A tension. It had come across quite clearly.

The park he was in was only a few blocks away from their house and word had gotten around, the way they tended to in a close knit community.

People knew Ben Parker. Anyone who frequented the flea markets recognized his face if nothing else. Word had gotten around. People were worried. Forrest Hills was a quiet, semi-upscale suburb that was mostly owned by families. A brutal murder and the strange circumstances surrounding it were still causing fear and worry in the residents barely a day later.

He had been thinking of just himself and Aunt May. And all the weirdness. He really had no clue what something like this did to people. Not the ones directly affected... just the ones who'd been in the vicinity of it. He'd heard of violence on TV, seen the news, but it had all seemed so distant.

Everything had changed now.

In the distance a car backfired, interrupting his thoughts.

He got back to his feet and realized the park was empty again. There was a chill to the air now, but while he felt it, it didn't really bother him. Cletus' hoodie shouldn't have been as warm as it seemed, but it was part of him. In fact it was like skin, so really, he was standing out in the middle of a brisk evening stark naked and completely unruffled by it.

Alright, not completely. He fought down the urge to find and put on a bathrobe.

He took a deep breath and realized something smelled off. He could smell gunpowder. Spent gunpowder.

He blinked in alarm. That had been no backfire.

Peter looked around, body tensing, fists clenched. Someone had just shot at something. What? Where?

He closed his eyes and took another deep breath, letting his senses free range.

He could tell this much... it had come from the general direction of his old home. The next thought slammed hurriedly into place.

They were after Aunt May. His eyes snapped open and he took off down the street, leaving his backpack behind.

He'd made it a block from the park, about to turn down the street to the Watson place when a trickle of scent that had been bothering him finally game fully into his attention.

Sticky, sickly-sweet carrion of infection. That seemed the right word, but he wasn't sure why. It's sudden stepping into the forefront of his attention after lingering in the background for so long struck like a blow. He closed his eyes, focusing on where it seemed to be coming from and found himself looking up again.

The vulture was back. He followed the direction of it's flight and given his sighting of the thing hours ago, he was guessing it could have made a huge slow circuit of Queens. Well, he supposed it could have stopped off somewhere, but Peter did notice that it was flying much lower now.

In fact, it seemed to be dropping fast and a stream of red... not the haze from before, but something else, left a crimson contrail behind that lingered even as it lost altitude.

Further up the street he could hear engines roaring as the unmarked vans that had been at their house were started. If he had to guess, the vans had spotted the vulture... who, Peter now realized, was coming in for a landing.

A crash landing.

Peter jumped out of the way as whatever it was smashed into the plate glass of the deli window he'd been standing next to. The carrion-reek of it was almost overwhelming, as it passed, the rush of air in it's passing heavy with the stink of it.

There was another scent below that. Blood. Strong. He bounced back to his feet and looked into the ruined window of the shop.

The deli's lights were off, but there was more than enough light coming in for him to see by. It wasn't as large as he'd expected.

It was only just beginning to get up. The first item Peter noticed was that it's chest was immense. The sternum was extended well forward, white bone jutting out of massive pectoral muscles. It needed them. Where arms should have been were immense wings, eighteen feet wide when fully spread. They were of skin stretched taut, almost transparently thin the entire length of it's deformed, uneven arms, but Peter could see where fingers had been twisted and extended to form the rest of the wings. They were batlike but not. He could see veins in the skin pulsing softly.

It struggled to rise onto bandy little legs, forced to stand on feet not meant to be used for walking. They had been twisted into massive scythes, each talon almost a foot long projecting from it's strangely human toes and extending out from the back of it's ankles. It would have been comical if the things hadn't looked so sharp.

The neck was long and bounced around whip-like and jerky. Ringing the base of the neck was a plume of hair, like a strange mane of white hair. Topping the neck was a perfectly normal seeming human head. It was an old man's face, bald and with a prominent nose. Perfectly normal... if it weren't for the mad, feral light in it's eyes.

Peter noted that yes... this thing's eyes were glowing red as well. He gasped as it gave an ear-splitting screech. It was had a gaping hole in it's side. A fresh, gaping wound that bled profusely. It walked hunched over, favoring its side, but Peter got the impression that it would have been hunched over regardless.

It had suffered a few cuts from crash, but nothing like the wound. Cletus's drawled softly into his head, _Gunshot. Big caliber. Rifle round probably. Vulture season. Thing'll bleed out in no time._

The human face twitched and sniffed sharply.

It whirled on Peter and gave another horrible cry.

That had all taken barely a second.

"What the hell is going on he-?" A male voice with a strong Brooklyn accent called out angrily from within the deli.

The door right next to the vulture creature swung open and an angry, overweight man with dark hair and eyes stepped out. He wore a tanktop and jeans. In one hand, he held a baseball bat and he had looked ready to use it. His voice died in his throat as he saw what it was that had wrecked his store.

It swiveled it's head to face the man. Despite the hunched posture and the short legs, it's excesses in the neck department ensured that it was actually the same height at the man.

The innocent deli owner found himself pinned by those bestial, red glowing eyes. Peter tried to move. He did his best. He'd had to force himself to even breathe, much less take the first step... but that was the only one he managed.

The man tried to duck back into the door he'd stepped out of, only to be stopped as one of those bandy little legs rose up, wickedly fast and the massive talons lashed out, gutting the man with perfect ease.

The man gave a strangled cry and had a moment to actually see his own body fall apart below him before the vulture's seemingly normal head darted forward, opening it's mouth.

Peter didn't even have time to look away. He wanted to.

He couldn't blink.

It had been hard enough to take that first step, his body had seemed to protest.

The vulture man's white, perfectly even teeth closed in on the man's throat. Flat, white, perfectly even teeth.

They were blunt and crushed the man's throat.

The man fell... Peter hoped the man was dead.

He hadn't even wished Cletus dead as hard as he had wished that man dead at that very moment.

Because no one should have had to be alive for what the vulture man did next. He jerked his head away from the man's throat, ducking down into the man's bloody, disemboweled guts and began eating.

It had none of the clean simplicity of what Peter's body did. No tendrils opening up then snapping shut. This was... like feeding time at the zoo. Flat, white, perfectly even teeth closed in on human offal and dug in with gusto, tearing and swallowing. It used its talons to roughly slice away bite sized chunks to fit its all too human mouth.

Peter staggered away from the sight, ducking around the corner, out of sight of the approaching vans. He could see that thing just... dig in in his mind's eye. His stomach roiled and he realized that he was shaking with fear and disgust... that was disgust, right?

There was no bile in his throat. No need to throw up. He gave his own stomach a betrayed glare as he realized that had been a gurgle of hunger.

He wondered if this were all just part of Cletus' sick influence on him.

_Nope. It's all you,_ his voice drawled back with a sort of malicious glee. _You're the monster now, remember?_

Just like that thing in there.

That vulture thing.

He clenched his fists, forcing himself to calm down before he looked around the corner. The vans had stopped and were roughly surrounding the deli. The men were piling out, their bright yellow outfits making them easy to spot.

They were all armed. Guns and pistols and other weapons were all aimed at the deli. He could tell... they were watching it eat that man.

Despite the muffling effects of the helmets, Peter easily picked out conversation among the men.

One man, holding a particularly large rifle muttered loudly. "Motherfu- How the hell did we miss this one long enough for it to go full Drago on us?"

"We've had a long night, Sarge." One of the men chimed in casually, young and eager. "Damn rats. Damn idiots, too."

Another man replied with a shrug and a thick Jersey accent. "Could've been worse. It could've gone Syetsevich." He pronounced the strange Russian-sounding word... or was it a name? Easily, as though from long familiarity.

"Least they would've authorized tanks." Another man replied with a longing sigh.

There was some good-natured, grumbling over this to the effect of, they really should authorize tanks for everything.

There was a burst of radio static and another voice spoke, "We've got the back door covered, Sarge. Ready when you are."

"Alright, T-bolts, by the num..." The Sergeant nodded absently would have continued, but everyone began shouting at once.

"It's bolting! Shoot it! Shoot it!"

There was another ear-splitting shriek as the vulture-like creature burst out of the broken deli window, trailing a red haze as it took off. Bullets whizzed past, most missing. One or two hit it's fully-spread wings, but did nothing to slow it down. As it made it's break, its claws raked one man across the chest and another in the face. Both men fell and did not move.

The ridiculous over-sized talons were much less awkward in the air. It lingered in between the men in the yellow outfits, slicing and snapping at any man that came within reach. It made it impossible to shoot at it, as they'd end up shooting one another.

The vulture gave another triumphant shriek, it's talon feet touching down on the ground lightly and Peter knew it was about to take off, straight up. The red haze surrounding it glowing brighter as it seemed to prepare to push off.

There had been eight men covering the front of the deli. Four were down. Two permanently.

Peter could swear that he'd smelled the moment those men died.

It was going to get away.

It was going to take off.

It was going to kill more people.

At that precise moment, Peter realized that he hated the vulture thing.

The men... soldiers, Peter was sure. They couldn't stop it.

Peter's heart hammered in his chest.

He couldn't allow that.

He'd stop it. He had the power, right? That meant he had a responsibility.

A red haze seemed to fall upon his vision and he let loose a wordless, challenging roar. He allowed his body to shift once more as he took off from his hiding spot at a dead run and leapt, catching it in a textbook football tackle high in it's massive chest.

There was more cursing around him, confusion and commands to not shoot echoed as Peter hurriedly grabbed hold of the thing's upper arm... wing? Whatever it was... and snapped it.

He gave no more attention to the men in yellow surrounding them. They didn't matter. What mattered was his opponent.

What mattered was making it bleed. It gave another shriek, this one of pain. Its head shot forward, driving flat and perfect teeth to bite hard at Peter's shoulder, tearing through his fake hoodie and ripping open a chunk of flesh.

Furious, he smashed a fist into the side of it's head, but it had done something with it's jaw, locking the teeth and shredding at the muscles in between his neck and shoulder.

He continued to punch at it, smashing his fist once more into the broken wing, striking right at the spot where the broken bone had pierced the skin. Another blow to where the gunshot wound had torn out part of it's side... that was when he realized the wound was completely gone.

It had healed as it had eaten the deli owner.

The teeth finally released his shoulder, but just in time for it to do a strange little skip-jump backwards, trying to get him into a range where the deadly talons could come into play. Peter ducked aside, trusting to his greater speed and whatever strange instincts for combat he'd picked up from Cletus. His punches had been more precise... better... since his wild flailing from the night before.

The thing tried to take off once more, it's broken wing trailing behind as it took to the air, but slowly... clumsily. It was obvious in hindsight. The thing's wings, broad as they were, couldn't possibly be used to support anything even remotely its size. The red haze probably had something to do with it, but it wouldn't matter at all if it got away.

He could barely lift his arm. It had taken a chunk out of him, but it would heal... he hoped.

Shots struck at it as it continued to rise, but Peter was after it before it could get too far.

He ran at the wall of the deli. It was bare, untreated brick. His bare feet caught what purchase they could on the material and allowed him to run up for a short distance... just far enough for him to catch hold of the unretracted awning.

With one wing gone the vulture's flight was slow... ungainly. Peter's wall run had actually gotten him just enough height to catch up.

He leaped and slammed into it for a second time.

This time, though they were forty feet off the ground. He wasn't taking chances now. His hand closed on the other wing, flailing and trying to slam into him and with surprising ease, Peter crushed the bones in it's upper arm. It screamed now. A human sound. High and keening. Not like it's animalistic shrieks.

It lashed out, catching him across the chest and on the thigh with it's talons. The cuts burned and bled freely. He was going to end this.

He realized a light beginning to dawn behind those glowing red eyes, but it was too late. The red haze was keeping them aloft. Drifting like an errant leaf on the wind. Peter shifted his weight, bringing the strange and weightless vulture beneath him as he got his feet under him, onto the creature's chest. He straightened his body suddenly, using his feet to drive the vulture into the ground. It smashed hard into the broken glass on the sidewalk. It moaned and twitched weakly, but the men in yellow began shooting at it.

Peter drifted on the air for a moment before the red haze dissipated around him and he allowed his entire two-hundred pounds to drop hard onto the thing's chest, snapping it's exposed sternum like a dry twig.

That stopped it's movement. It also stopped the shooting.

Peter stepped off.

Weapons snapped up, no longer aimed at the now unmoving vulture.

It was amazing how hostile a beekeeper mask could look.

The Sarge stepped forward. He kept his weapon trained on Peter who held his hands up.

"You Kassidy?" The man's voice was studiedly neutral.

"Yep." Peter drawled. He'd heard the voice often enough in his own head, it wasn't too difficult to manage. He was glad Cletus' blank tumor-ridden face wasn't capable of much expression.

"Where the hell have you been? Your handlers reported you were dead." The voice had gotten a bit more hostile,

Not sure what else to say, he decided to try his luck. He licked... well... where his lips would have been if Cletus had lips. "Those two jackasses left me when the cops showed up. I couldn't exactly catch a cab looking like this. I've been hanging around the neighborhood waiting for somebody to pick me up."

"What happened to the original Runner? Where's Ed Whelan?"

"Dunno." He shrugged and congratulated himself on his inventiveness. "All I know is I was about to tell 'em that it weren't either of the people in the house when Smith shot the old man." Peter grit his teeth. Sorry, Uncle Ben.

Sarge shook his head, "So Whelan's still out there?"

"Dunno." He shrugged again. "Trail led to the house, but then stopped. If I hadda guess, Ed prolly died. Bet there's traces of him somewhere in the house."

"I guess that makes sense. We haven't had any other breakout events since last night." Sarge lowered his rifle and signalled to the rest of his men to do the same.

"What now?"

The Sarge pulled a pistol from a belt holster. "You've had a good run, Cletus. Sixteen years, One of our best trackers."

"Right kind of you to say so." Peter drawled, eyeing the pistol warily.

"Shame."

"Bout what?"

"You have a reasonably stable strain of Smerdyakov." His gaze swept meaningfully to the bite on Peter's shoulder. "Whelan had a nasty variant strain of Hydra. We've had a couple of previously stable trackers suddenly go feral or worse on us since last night."

"Hey, now!" Peter said hurriedly, "No need to be has-" He was about to reach out to wrestle the pistol from the Sargeant's hand when he realized that he felt someone behind him.

He heard the gunshot.

Then there was blackness.

- - -


	8. Chapter 8

- - -

Peter woke and did not know where he was.

It was cold and stifling. Whatever he'd been laying on was uneven and lumpy. Someone had pulled a stiff, plasticky sheet over his head. He reached his hands up, intending to pull the offending material off his head and realized that it completely enclosed him.

He felt his fingers brush a closed zipper down the center line of his chest and realized with a start that he must've been in a body bag.

If he weren't already cold, that would have been chilling.

They had shot him. He remembered. He was sure. He'd felt the muzzle press against the base of his neck and... and what?

There had been a moment of smashing, bright hot pain. There had been the gunshot, an almost physical slap of sound so close and then... nothing.

He blinked and realized that he'd been shot. In the back of the head.

And was now in a body bag, contemplating having been shot in the back of the head.

That hadn't been a tranquilizer gun or any such thing.

They'd put a bullet into his brain and somehow... somehow he was still here.

Maybe he'd gotten lucky? He'd heard of cases of people shot in the head not only surviving, but making a full recovery. Was that the case here?

Except it wasn't like the bullet glanced of his skull. It had gone in through his neck. At the very least it should've destroyed the top of his spine and there should've been no chance that he'd have been able to move.

He flexed his fingers.

Well those definitely worked.

Ditto for his toes.

He felt a little numb in the extremities, but he hoped that was the cold. After all, how long had he been in the body bag? Might just have been poor circulation.

His neck did feel sore. Like he'd slept on it wrong. A slow, careful side-to-side turning of his head informed him that not only was his head still attached, there was nothing broken in his neck.

He grinned at that and realized that he was immune to bullets. Well... not entirely immune. He remember the night before. They'd shot him in the chest... and it had hurt for a while, but it had passed quickly.

Now that he thought about it, he'd thrown up and passed out after getting shot, but he was reasonably sure that had been due to Cletus.

He found himself very glad that whoever had shot him hadn't aimed higher. He wasn't sure how his healing ability worked, but at the same time, he wasn't sure what having hot bullet fragments tearing through his brain proper would do to his memory or personality.

A bullet to somewhere critical would definitely still incapacitate him, he realized.

He could heal it, with time, but he wasn't bullet-proof. He wasn't invulnerable.

So he was bullet-resistant then.

If they'd wanted to do something more permanent to him while he was unconscious, well... he wasn't too eager to find out if he could survive being thrown into a blast furnace or something similar. He wasn't too eager to get shot again either, come to that.

Still. Surviving being shot in the head was very cool.

He had to keep telling himself this, because otherwise the thought lurking in the back of his mind with its sly drawl whispered, _Humans can't do that._

A bit more exploration revealed that the bite the vulture thing, the Drago, had also healed up. Even the tear in the jacket was gone. Likewise the cuts to his torso and thigh from its claws. _Another thing humans don't do, hmm?_

He froze as another thought occurred to him. The material of the body bag wasn't quite opaque enough to stop the light from getting through.

It wouldn't be heavy enough to disguise his movements.

He stopped his explorations and his toe-wiggling, which he'd kept up since it seemed to be warming him up a little and listened intently.

"... mention how much I hate this damn city?" The voice was young, but sour. Angry, tired. It was close by, but there was a slight hollow quality to the voice. Peter could tell he was hearing it through some sort of barrier.

Wherever they were, was not precisely in the same place he was.

A bored voice replied, "You've only got another month of duty rotation here then it's back out to the Mountain."'

The Mountain. Peter could hear the capitalization there. Whatever this Mountain was, it was specific enough to have earned the definitive article and a capitalization. Peter filed that away as well.

"Just my luck this crap happens. I was hoping this'd be a quiet one, y'know?"

"Don't let the Sarge hear you keep up the bitching."

"Screw you, man. This whole town is bull. We're being forced to pussyfoot around the locals when we should have been able to shut the whole thing down last night." The angry voice was raised. Heated. "Those Gentek idiots should've kept the whole thing better contained."

There was a tired sigh from the bored voice. "Gentek security did the best they could with what they had. They followed containment protocol to the letter... no one expected the target to use rats."

"I still say this would've been simpler if we'd gone in like we normally do. Flood the streets with troops. Pin the infected down before they get any further than just walkers."

"Moron," The bored voice replied. "We don't have that kind of manpower here. You think it'd be easy to shut down New York? We'd strip the Mountain to a skeleton crew and still not have enough to hold Queens."

"Whatever. You can see why I hate this damn town."

"Just give the Sarge a couple more minutes to quiet down the cops and we'll be heading back to base and handing the stiffs off to disposal."

"That's another thing. We should've just taken care of these things right here. You wanna tell me it's safe driving back through Manhattan with a load of corpses teeming with Hydra?"

There was a pause and Peter imagined the bored one was giving a shrug. "Hydra's completely inert outside of a living body within minutes. The warmest thing back there's that rogue tracker from last night and that's an hour dead. You could probably cut 'em up for steaks and you'd be just fine."

"You're sick, you know that?"

Peter decided that if they were bored enough to be bickering, they most likely weren't paying attention to the bodybag he was in.

It was a this point that two important pieces of information made themselves known to Peter.

First, was that he was ravenously hungry. He hadn't noticed it when he'd first woken up, but now that he'd had a bit of a moment to catch up with his other body parts, his stomach had decided it really wanted attention. That probably wasn't so bad. That burger and Aunt May's leftovers had been hours ago and he'd just engaged in more physical activity in over the course of a few minutes than he normally did in a year.

_Or maybe,_ his voice drawled and pointed out, _Maybe monsters need to eat when they get shot in the head._

Impossible regeneration of tissue had to use up a lot of calories.

Peter shuddered at the thought, but the second item of information reasserted itself.

There was a rustling noise next to Peter. A noise not unlike the kind his body bag made while he moved.

They hadn't expcted him to be able to survive being shot in the head.

Apparently, whatever he had... this... variant strain of Hydra (whatever that meant) that had come from Ed Whelan and acted very differently from what they were used to.

Whatever it was they were used to, they obviously had enough experience with to develop protocols and apparently had troops headquartered at the Mountain. Despite that, they were operating blind.

Pete reached up, heedless now of noise because several other facts had lined themselves up in his head very quickly.

He had managed to heal up from what should have been fatal wounds.

When he ate something he could gain traits from what he ate.

The vulture thing had ripped out a chunk of his shoulder.

It had eaten part of him.

Something in a bodybag next to him was moving.

These facts all slotted themselves into place and that fired off an immediate action for Peter.

He tore open the zipper on his bag and sat up hurriedly.

His first breath of the closed in air was heavily tainted. The carrion smell, filled his nostrils. He gagged silently, but his stomach gave a gurgle. Underlying the reek was the smell of blood and death and gunshot residue.

He reeled at the smells. He felt like he would drown in a sea of rotten meat, copper and gunpowder.

He closed his eyes, forcing himself to only take shallow breaths.

He was on top of a pile of body bags.

He wasn't sure how many there were, but there were corpses three deep at least beneath him. He guessed there were perhaps eighteen in all from how the pile was made.

The pile was in the back of one of the vans. The doors at the back of the van were shut. A couple of the beekeeper hazmat uniforms hung on pegs on the wall.

He reached out to the uniform, hoping against hope to at least grab the helmet. Perhaps he could at least keep the smells out. His fingers brushed the uniform, grabbing hold of the slick, bright-yellow material. His flesh reacted faster than his conscious mind could form the thought.

In seconds the uniform had been consumed and he was wearing it. There was a nozzle where a self-contained air-supply could be attached, he realized, but he closed the valve and breathed only the air contained within the air-tight outfit. He'd have to reopen that to refresh his air in a bit. It helped, A little. He could still smell the infected, but he realized after a moment that what he was probably smelling was himself. Which brought another odd thought to mind.

He expected to smell his own blood and sweat in the closed in suit... neither scent was present. He shook his head, forcing his attention on the stirring bodybag.

It twitched and moved feebly. There seemed to be no clear direction to it's movements, but Peter could clearly see where the talons had already poked through the material of the body bag and was slicing the end of the bag to ribbons.

It was just starting to wake up, he guessed. If it did, it would be the same thing all over again. More people were going to die.

Peter knew he had to do something, but was frozen. He could yell... attract the attention of the men in the uniforms in the cab of the van... but then they'd know he'd survived.

What did that matter? He told himself. His every instinct had been to bolt. Just open the door and take off running before anyone realized what was going on. With the right warning, the men would take down the Drago and that would have been the perfect distraction for his escape.

Hell, he was dressed as one of them right now. He might even just be able to walk away before anyone realized what was happening.

Just get far enough, switch to his own face and change his clothes and it would be fine.

Except the men had shown they weren't a match for it. They'd already lost two.

How many of these things had they faced last night?

He glanced down at the pile of corpses and gulped nervously at the thought of actually getting an answer.

Was he going to risk having more people die just so he could stay free?

Unable to stop his own morbid curiosity, Peter reached over and tugged down the zipper that had kept the vulture thing hidden away.

It's perfectly normal, human face was in a rictus of pain, revealing those pearly white teeth.

It twitched and thrashed, but obviously wasn't up yet.

He looked at it, it's body was in horrible shape, it was a ruin of bullet-holes and bruises. He saw that they'd had to break each of its wings twice more before it would fit into the body bag. It was down, but not for long. As he watched, he could see the flesh knitting and healing. Black and red tendrils would erupt lazily around bullet-wounds, creeping over it, closing over it, but leaving horrific irregularly shaped scars. The wings were also trying to heal, but they were a bent and misshapen ruin and they were healing crookedly. Even if it did completely heal, it probably wouldn't be able to get the same grace in flight that it had once possessed.

Nevertheless, it would be up and about very, very soon.

Peter stared. It had to be stopped.

Even if he'd had a gun, there was no guarantee that it would permanently put the thing down.

He did have one option. His stomach growled once more.

Despite it's face, it hadn't been human anymore.

It had no mind.

It had been little more than an animal, reacting on instinct and hunger.

Maybe it had been a person once but now it was a ravening beast with wings and claws and a willingness to use them.

_Oh?_ His voice slyly drawled, _Didn't it look an awful lot like he was starting to wake up while you were in the middle of killing him earlier?_

He flinched. That had been self-defense. He'd been trying to stop it from hurting those men-

_Same men who turned around and shot you. Good was then. This is this. It's helpless, vulnerable. This isn't self-defense anymore._

This wasn't cold-blooded murder, he told himself, biting his lower lip.

This was putting down a rabid animal. How he'd hated Old Yeller.

His stomach roiled once more, demanding. Urgent.

The fact that what he was going to do to help protect these people just seemed to happily coincide with what his body wanted anyway was one of those happy coincidences.

_You keep telling yourself that._ His voice drawled.

He grit his teeth. He did not want to do this... but what choice did he have?

He closed his eyes and put his hand on the creature's throat.

It's eyes opened and met his gaze.

They were glowing brilliant red, wide and staring.

They also had about as much self-awareness as a snake.

That made his decision for him.

It snapped it's teeth at him, with a dull clacking noise, but it could barely move, even without Peter's restraining hand at it's long neck.

Despite the appearance of gloves on his hands, Peter's sense of touch was undiminished. He could feel this thing's pulse, thin and fast under his fingers.

He closed his eyes and opened wide. He kept his head pulled well back and his face turned away, trying to stay as far away from what was happening as he could.

It was impossible to escape the sensations of the tendrils unfolding from his torso... his hand on its throat pressed down, laying the length of his forearm along it's neck. The appearance of the yellow hazmat suit erupting into a mass of short tendrils that began crushing the vulture's throat, his hand had moved up to it's chin and his hand had spread out into a massive fleshy blossom that enclosed it's head.

Peter bit down on his lip to keep from screaming as he realized that he could still feel it's breath tickling his skin for a long moment before his body absorbed... eaten... enough of it to stop.

It writhed and jerked feebly, the taloned feet thrashing and slicing open bags below them. He'd been facing in that direction to avoid looking at the rest of what was happening. He stared as the slashing talons revealed more faces in the bags below them. Some had Cletus' lumpy, tumor-marred blank unfeatures, but not all of them. One had the beginnings of massive, uneven horns growing from an otherwise unremarkable blunt face. Another was a sweet-faced little girl. There was nothing obviously wrong with her from what Peter could see and the chill realization that the Drago... the man that he was even now consuming was the same as the rest of these poor, dead people.

Victims of something outside their control. Victims who were now dead and Peter needed to know why.

Still too many questions. He'd had to let his mind drift. He thought on other things. It beat thinking about how he was now kneeling over the Drago and his stomach had unfolded as well, joining in and speeding up the consumption process.

He closed his eyes, bracing himself for the rush of memories like he'd had with Cletus, but he only had a single brief image... it was shaky and out of focus.

_- sweeping the floor, janitor's overalls too loose on a spare frame. Bald headed reflection in a pane of glass. Then a rat. Big. Unafraid. It's gaze challenging as it stared up at him. A swing of the broom to scare it off, but it had seemed contemptuous. It bit his ankle-_

Pete sat back. The corpse and it's body bag were gone. The other bags were badly sliced apart, corpses almost spilling out.

There had been no conscious mind in the creature. Just... appetite. It still felt strange as what had passed for it's mind simply burst like a soap bubble within Peter's consciousness and the Cletus voice just laughed.

Once again he felt bloated. Too massive for his skin. Bursting to get out. He was still in hazmat uniform, but now he guesed himself to be about three hundred pounds or so, even with his body compressed down as densely packed as it could manage, he was now six feet tall and built like a linebacker. There had to be some strange automatic adjustments that his own body handled during these... he was about the right size as these men now.

Peter dismissed the hazmat uniform for a moment, allowing himself to view the van without it's protection, switching to Cletus' attire. The process of consuming his prey had not made enough noise to alert the men in the van's cab. His enhanced hearing told him they were arguing over football now.

The scent of carrion reek had receded. It was a dim, background smell now. A trace of the earlier cloying, sickly sweetness. His nose could apparently differentiate between the living version of the Hydra versus whatever was in the corpses.

Now he still had to escape.

He looked at the corpses and did his best not to look at their faces directly. His tongue darted out between suddenly dry lips and he tried to take a step back. To see them dispassionately. Just... facts. Statistics.

He couldn't. He kept wondering what they'd been like... if anyone would miss them now that they were gone. He shuddered and wondered if the janitor who'd been bitten by a rat had had anyone. He didn't know. He wasn't sure if he wanted to know.

He could make a break for it if he could fly out, he considered. His heart raced and he shifted himself to the vulture's form, or rather he tried to. He could do the man's face... but he couldn't get any of the other changes to occur. No wings then, he told himself.

He wasn't sure why... maybe his own human self-image kept him from assuming the strange alterations of body that it had possessed. No wings then. And the extent of it's ability without the wings had been a sort of levitation... some sort of local anti-gravity.

There would be time to consider the sheer impossibility of that later, but for now he had to escape.

_Do you?_ He stopped as the thought came to him.

They were going to take the bodies back to their own base. They'd be bringing him to them, Trojan horse style... all he would have to do would be to play possum... and... the bodies were slashed apart. The moment they looked into the back of the van, the whole thinig would blow up in his face.

He was smart. He'd always been smart.

He couldn't afford to do anything reckless.

_Like jumping the serial killer about to walk off with Uncle Ben's body?_ His own voice drawled.

Exactly that. He'd learned. He would have to be more careful.

_Careful like leaping in to attack a monster that you just watched eat someone? How well did that one work out for you, sport?_

He winced and wondered when his own internal monologue had gotten so sarcastic. Or had it always been that way?

There was always the simple route, he supposed. He took a deep breath and allowed his pulse to race once more. His body rippled with tendrils and settled onto the anonymous bright yellow hazmat gear.

He grabbed one of the empty body bags on the floor and arranged it as best he could to cover up the opened bags.

He carefully moved to the rear of the van and listened, filtering out the ongoing football argument from the front of the van.

Raised voices just beyond. About ten or fifteen feet at a guess. If he really concentrated he could pick out heartbeats One in particular was agitated and beating thunderously.

"Are you serious?" Peter recognized George Stacy's angry voice. He had the agitated heart. "You cannot possibly be-"

He was cut off sharply by the voice of the man Peter recognized as the Sarge. "Take it up with your superiors, Detective Stacy. We have jurisdiction."

"But... terrorists?" The disbelief was heavy in the detective's voice. "In Forrest Hills? Hitting a deli. Did they maybe want the felafel?"

Another voice, female, with a slight, husky rasp to it. The voice of a woman with a pack-a-day habit. "George. Calm down. I'm sure we can get this all sorted out," She soothed.

Peter eased the door open as quietly and as subtly as he could. The other heartbeats in his immediate vicinity weren't turned towards the van. He wasn't entirely sure how he knew... something about how they seemed to be positioned to his hearing, but everyone's attention it seemed, both cops and the men in the hazmat gear, had been turned on the argument.

The woman trying to calm George Stacy down had high, sharp cheekbones and full lips. Her auburn hair was drawn back into a severe ponytail with a few wisps on her brow. Her features were careworn and showed a fine web of wrinkles around the eyes, but she was still a striking woman. She was dressed in a black pant-suit with a coat over it that came down to mid-thigh. Sensible leather shoes with low heels.

"I'd listen to Detective DeWolffe, if I were you, Detective Stacy." Talbot said in an almost bored tone. "Move your men back, we think there may still be some unexploded ordinance at the location and I can't waste any more time worrying about your people tripping over something."

Peter didn't bother to hear the rest of the argument. He opened the van's rear door and slipped out, then affected to look like he'd been standing next to the door the whole time. He hulked past, doing his level best to be unobtrusive, which was not easy when you now stood six foot even and had shoulders broad enough to make going through regular sized doors difficult.

His balance was terrible. He could just barely grasp where his limbs were at any moment and everything looked so... small. It would probably take a few moments for him to get the hang of the larger body, but he did his best to shuffle along, never quite lifting his feet off the ground.

He made it to the alley where he'd hidden earlier without tripping over his over-sized feet, ducking awkwardly under the yellow police tape that closed it off.

He was almost sure he could walk again without giving himself away. He glanced over one shoulder. No one was watching still. He kept moving, then as he was about to reach the end of the alley and turn back onto the street, he shifted himself... now wearing Cletus's old red-headed features while sporting his new bulk. Well... oddly he didn't feel as bulky now. He felt lighter on his feet and a roll of his shoulders told him his perceptions had adjusted.

He swung his arm around in a slow arc and noted that he'd lost a great deal of his clumsiness, but he still wasn't quite up to the easy grace that he'd just discovered that afternoon.

Which still left him looking for someplace to ditch his extra biomass so he could squeeze back down to his normal form. He fished his phone out of his pocket... it felt vaguely sticky and he did not want to think about where it had gone when his outfit didn't have pockets.

He still had a few minutes left to make it to dinner.

- - -


	9. Chapter 9

- - -

Peter remembered the backpack with his clothes was still back in the little corner park. There hadn't been any opportunity to find somewhere private to discard his excess mass.

The rubberneckers were out in force. The gunshots were not something the locals were familiar with. He could feel the shift in the neighborhood. They'd been worried about what had happened to Uncle Ben. Now this... everyone was keyed up. Tense.

He could see it in their eyes. Kids were kept well away, but Pete spotted a couple watching the proceedings as best they could from wherever they could manage it. The cops pulled back and the gawkers were kept even further away while the men in the bright yellow beekeeper outfits did their work.

Whatever it was they were doing.

By the time he had reached the Park, he was fully aclimatized to his new and much larger body. It was strange, but he felt strangely light on his feet. His entire body also felt warm and he tingled strangely.

He sighed in frustration as he realized his body was probably doing something else strange. The park wasn't that far from the ruined deli, but with everyone's attention turned to it, no one was really watching the red-headed stranger in the park.

Peter considered the lightness and heat. The heat seemed to be radiating from his belly. A strange and unfamiliar sensation. Kind of what he imagined drinking alcohol was supposed to feel like, from what he'd read.

He'd never had a drink in his life. Well, Cletus had, but Peter couldn't find any specific memories that matched what he'd been feeling.

On the other hand, had the thing he'd just consumed been drinking? Had the deli owner it had eaten been the one drinking? Was it possible for him to get drunk or tipsy by consuming someone who had? Or was it something else?

He was still too much in the open though he really wanted to get back to his normal size, no matter how comfortable actually being tall was starting to get.

A suspicion came to him and he flexed his knees, intending on simply hopping a few inches up. He did so and shot up, smacking unpleasantly into a tree limb that had been four feet above his head.

He landed in an inelegant sprawl on his back, dazed but not horribly surprised.

He felt lighter because he probably was. He held his hand up and noted the very fine reddish haze surrounding his skin.

He concentrated on the warmth in his chest and the lighter feelings and tried to will it away. To shut it down. The drago had been able to and he hoped those instincts were his now.

Peter slumped down in surprise as he felt his full weight settle on his body once more. He was... lighter than he had been since leaving the van. Certainly lighter than he'd expected. Even without whatever effect that red haze had on him, he'd somehow managed to shed excess mass without needing to discard it... well... the way he'd been expecting to need to discard it.

Somehow that short walk... or perhaps the jump... had burned fifty pounds or more from him. He wondered if there were some way to market that. He'd make a fortune. Eat your way to a leaner you!

It would probably never catch on.

He frowned and let his heart spike once more, shifting back to himself... in a different outfit, denim workshirt and the khakis. He felt extremely heavy in his normal form. He was still heavier than he'd been when he'd left the house, but that beat coming back to the Watson house looking like he should be part of the Giants' starting lineup.

Working hypothesis, he told himself. The red haze... or whatever that anti-gravity effect was... ate up a lot of his bio-mass. He wasn't sure where that mass actually went. Maybe breaking the laws of physics needed a lot of energy. Except... wasn't that breaking even more of the laws of physics by just making his mass disappear?

He sighed as he started the walk back, grabbing at his head as he tried to work out the specifics of what he was doing. His absurd healing abilities were strange enough, but the anti-gravity was a bit much. Anti-gravity that also somehow made actual mass disappear was beyond the limit. Either his body could somehow straight convert mass into energy and use that to fuel the red haze... or his body was consuming the mass for energy and the red haze was... what?

Some sort of byproduct? Could he be literally burning the material in his body and the haze was just what was left of that combustion? He could almost accept that his body was discarding its wastes as some sort of gas... except he began calculating just how fast his body must've been releasing the red haze if he assumed converting fifty pounds of his flesh into a substance the same density as air in the time it had taken him to walk from the deli to the park and the numbers started becoming absurd again.

This was giving him a headache.

He wondered if Tylenol would even work on him anymore.

Peter had taken a slightly more circuitous route. Mostly he'd been trying to get around the deli on his way back. There was no point in tempting fate by passing it by again. Besides the cops and the T-bolts had the street blocked off so there was no getting through that way anyway.

When Peter got to the Watson house, Aunt May's car was in the driveway again. Anna had apparently gotten back from work. The front door was open and the two women were standing on the curb, speaking in quiet voices as they looked down the street to where the deli was.

Anna perked up immediately as she caught sight of him and lightly touched Aunt May on the arm, pointing him out.

Aunt May practically flew up the street and caught Peter in a fierce, worried embrace. "Oh, Peter... I thought... I just... I was so worried! I was going to call you, but then I remembered your phone was back home and-"

"I'm fine, Aunt May." He did his best to keep his face neutral and confused. He glanced over to the deli and really hoped he didn't oversell it, "What's going on?"

"Some sort of terrorist attack down the street, I heard." Anna said quietly. "The only one who got caught up in it was poor Mr. Sandoval, but it could have been much worse."

May looked Peter over with a careful eye. Trying to reassure herself that he hadn't been anywhere near the incident when she caught sight of his backpack. "Peter!" She said sharply. "Did you go back home for those?"

He glanced down to where she was looking and winced. He'd intended to smuggle the bag in without her noticing, but there was no helping it now. "Um... I can explain..."

"Did you go back to our house?" She asked, her tone cutting and her eyes pinning him. Fear, worry, concern. There was anger there, but tightly controlled. It was an expression she'd unleashed on him more than once when he'd been reckless, the way one expects a child to be reckless.

He'd killed two men already. Eaten them. He was stronger, faster and could eat a bullet without dying. He could probably fly too once he figured out how... but his Aunt's gaze cut through all of that.

That was all so much window dressing.

He licked at his suddenly dry lips.

At his heart he was still Peter Parker. Sixteen year old. Perhaps a monster, perhaps not... it was so... absurd. He felt his eyes sting and his throat suddenly closed up as he realized that the question of whether or not he was even still human didn't matter. Not really.

His Aunt May had been worried about him.

She was mad that he might have done something stupid and put himself in danger.

End of discussion.

He hugged her suddenly. Fiercely, greedily. That one look had done him in. Told him exactly what he was. All the strange ways his bodies broke the known laws of physics and biology didn't matter. The questions he'd been wrestling with all afternoon just seemed less important.

She was surprised for a moment by his sudden embrace, he could tell. He could also tell that he was crying and despite his control over his own biology couldn't seem to stop himself.

"I'm sorry... I just... I wasn't thinking..." He babbled, not sure what he was saying, but it was just so much incoherent noise that her only response was to run her hands through his hair and make gentle soothing noises, assuring him it would be alright.

She kept patting his back and he briefly caught sight of Anna Watson retreating for the house. He was mortified that she'd seen his breakdown, but unable to stop himself. He'd barely had any time to process everything that had happened to him. No time to absorb it. It had been one thing after another. Events rushing at an absurd pace and it had taken all he had just to keep moving and it was horrible burden for a young man his age.

"There, there..." Aunt May continued to soothe him.

"Sorry," He mumbled weakly, sniffling. It hadn't been neat or pretty as he'd cried. Not like it would have been in a movie. He'd made a horrible mess of his aunt's blouse. "I'm so sorry."

She pulled away slightly and gave him a gentle smile. "You have nothing to apologize for." She pulled a handkerchief out of her pocket and dabbed at his cheeks and had him blow his nose.

Unable to resist, he'd allowed her to do it, an embarrassed flush coloring his cheeks.

"Do you... do you feel better, Peter?" She asked.

He nodded. He still felt miserable and overwhelmed. He missed his uncle and his mind wouldn't let go of the mysteries that had surrounded the man's death... but absurdly, the crying had helped.

He felt lighter... and not in a red haze sort of way.

"Why don't you go inside, Peter? Anna and I made dinner." May said, continuing to keep her voice gentle. It warmed him. Sheltered him.

"Thanks, Aunt May." He replied quietly, then hugged her once more. This time only briefly. "For everything."

She smiled and kissed his cheek. He could tell she was still stretched thin. He doubted she'd had anyone to do for her what she'd done for him. His cheeks flushed again at that. It was embarrassing, not only for having cried like a little kid... but because he hadn't been there for her.

He would be, he resolved.

_In between figuring out why Uncle Ben died,_ his own voice drawled.

He stepped into the house, Aunt May stayed on the curb a bit longer. He walked into the kitchen and found MJ Watson, still in her hoodie, just about to leave.

The two of them stopped and stared at one another. Her hoodie was still up, despite being indoors, and her bright red hair had been draped down the side of her face, hiding the bruises he'd seen earlier.

Anna Watson was nowhere to be seen.

"Um... hi." Peter mumbled, awkwardly.

She gave a small, nervous squeaking noise and shied away.

They continued to both just stand there, the silence stretching awkwardly and Peter kept half-starting conversational salvos in his head, only to have them slapped down by his own drawling, sarcastic internal monologue. She'd just stood there... trembling.

They probably would've stayed stuck, neither moving nor speaking all night, but Anna exited the bathroom with a loud bang of the door that snapped the silence like over-stressed glass.

Peter whirled to the source of the noise. MJ took the opportunity to make a break for it, running up the stairs before he even registered what had happened.

- - -


	10. Chapter 10

- - -

Peter couldn't say for certain if it had been a shift in the air or the scent that had woken him up.

He wasn't entirely certain when he'd fallen asleep either. He'd gone back to the den right after a hearty dinner of broiled chicken and ceasar salad and he'd had to eat slowly once more under his Aunt's gaze. He'd been wary of any incidents with his food, but it looked like he'd gotten that more or less under his control.

He'd had to force himself to stop after the fourth thigh because otherwise no one else would've gotten any. Aunt May had chalked it up to a growth spurt and Anna had been amused. Peter had flushed in embarrassment. He didn't understand why he still felt so hungry... given that he'd just eaten another person... or ex-person... either way it had been over a hundred pounds of flesh and bone and... bits. He really had no business being hungry again.

He was almost afraid to find out whether or not his appetite had any limits.

MJ hadn't come back down after their brief encounter in the kitchen. He tried not to be offended by that. It probably wasn't personal. He guess she was just shy. Really shy.

As he'd lain on the couch, letting his thoughts sort themselves. Letting them chase one another and try to form useful patterns, he'd dozed off without realizing it.

Even monsters need sleep, he mused as he roused himself. He didn't actually move or give any indication that he was aware that someone had entered his territory.

Territory. Why did he think of it like that? Made him sound almost... predatory.

He took a deep breath, disguising it as a sleepy snort. That scent again... the one that reminded him of waffles... crisp and creamy and buttery and... MJ Watson was the only person he'd encountered so far that smelled like that.

What was she doing coming down to where he was sleeping in the middle of the ni-

Peter clamped down very hard on those specific thoughts. Admittedly he'd had these dreams on occasion. A few of them had starred Anna Watson... and her extremely tight spandex exercise outfits... and the occasional one involving her sunbathing in the back yard needing to have sunscreen rubbed onto her creamy shoulders... and now here he was being visited in the middle of the night by a version of Anna Watson who actually was his age and-

He interrupted his own thoughts with a sharp command to focus.

Obviously that sort of thing did not happen in real life.

Obviously.

He opened his eyes a crack and saw MJ Watson's backlit form leaning against the side of the arch leading into the den. He could hear her heart now that he paid attention to it. It was hammering. She was... excited. Nervous?

_Well, her Aunt and yours are upstairs asleep right this moment_, Cletus' voice floated up, small and thin and the impression of leering. _Y'all do anythin' with her and you'll have to be quiet as little church mice._

She wore a white T-shirt with some sort of logo stitched over the left breast... and he wasn't sure what else, since her legs seemed to be bare. The light shining through the thin material of her shirt also gave him a pretty good idea of the figure that she'd been hiding under her hoodie earlier.

She obviously wasn't quite as filled out as her aunt, but there was a definite sense of slightly awkward, coltish grace in how she stood that promised she would be just as spectacular in a few years time.

He couldn't really tell, but it almost looked like she wasn't wearing anything but that shirt.

A small part of him began fervently hoping for the sort of things that didn't happen in real life.

She still had her hair swept to one side, covering the bruises on her face. Peter could make out a faint whiff of blood that he guessed might've meant she'd been picking at the cut on her lip.

Her breathing grew faster. More ragged. He guessed she was steeling herself for something.

He really hoped she was steeling herself for what he'd been thinking.

He really needed something nice to happen to him for a change.

She stepped into the den and his eyes focused on the hand which had been hidden by the arch when she'd been leaning against it.

In all his various fantasies... none of them involved a baseball bat.

He continued to pretend sleep, but his brain had gone into overdrive. Why the bat? What was she going to do with it?

She could be really, really shy.

Alternately, she was very sensitive to rejection. She was definitely very attractive. And she smelled nice. Peter was perfectly prepared to do her bidding to avoid having her resort to the bat so that she could have her way with him.

He took another deep breath and mentally forced himself to focus.

In retrospect, the deep breath was probably a bad idea. Waffles danced in his head again.

She held the bat with both hands and gently prodded him in the shoulder with it. She kept well out of his reach. Curious.

He did not react, continuing to pretend sleep.

None of his youthful dreams and fantasies had covered this particular wake up scenario.

She poked him again. A little more forcefully this time. She said in a harsh whisper, "Wake up."

His eyes snapped open and they locked gazes once more. With his eyes open he could see her more clearly. She had both hands wrapped around the base of the bat, but it wavered and quivered unsteadily. Her hands were trembling.

Having realized this, he noted that she was chewing on her lower lip and her expression was... well... determined was the word that came to mind. He looked right into her eyes and although it was clear that she was scared out of her wits, she wasn't about to back down.

He wasn't entirely sure what he might have done to earn that look. He tried desperately to think of something... anything to reassure her. What he was reassuring her against, he wasn't too clear on, but she definitely needed comfort... and somehow Peter had ended up on the spot.

He opened his mouth and tried to think of something to say.

Total blank.

He took a deep breath still looking desperately for something to say. Finally, as though impatient with his own stupidity, words floated up into his mind and without consciously understanding or considering what he was saying, he spoke,

"Be gentle. It's my first time."

She stared incredulously. Her terror melted away into sputtering, incoherent indignation. "B-b-back off! This doesn't have a safety! It could go off at any moment!"

He blinked at the bat, then to her fierce flashing eyes, then back to the bat. He tried to cover up his laugh and it came out as a snort. He tried to keep his face grave and his voice deadpan as he replied, "So I see."

"I'm serious!" She snapped, her face getting close in color to her hair, brows furrowing into a scowl that was much more adorable than actually threatening. His eyes adjusted quite quickly to the dark. Another data point.

He was grinning openly now. "Oh, yes. Definitely. I wouldn't want to be the victim of your big, long wood going off prematurely."

That seemed to irk her further and she brandished the bat in his face, her fear now completely forgotten. "Stop that." She growled.

"Well, I would, but you're the one who's got it whipped out and now you're waving it in my face..."

"That's not..."

"I'm not sure I could take something so... big," He breathed, clasping his hands in front of him.

"Stop it!"

"Stop what?"

"Smirking!"

"I'm not smirking." Peter pointed out with infinite patience and a definite smirk.

"Yes, you are! You are being a complete smirk-meister! Knock it off."

He chuckled. "You're not making it easy."

"Next thing you're going to say is 'I'm making it hard' right?" She snarled sarcastically.

"Well, you said it not me..." He let his voice trail off meaningfully while letting his gaze linger up and down the length of the bat.

She gave an infuriated snort which was also a giggle and covered her face with one hand.

She was still brandishing the bat with the other hand. "Look... can we... can we start over?"

"Sure." Peter said, sitting up further on the couch. "Just to... ah... just to be perfectly clear, you're not down here to seduce me, right?"

"No." She replied flatly. She gave him a hard look, "Did you want me to?"

"Well, since you mentioned it-" He started to reply, but she raised the bat. "Nope. Not at all. No such naughty thoughts have entered my head. At all. Ever." He tried for a friendly smile. The suspicion did not quite leave her eyes, but it wasn't the terror from earlier. This was a look more of someone who was wary of getting teased rather than someone fearing for their life. He smiled,

She sighed, pointing the bat at him. Her voice was hard. The determination was back in her gaze under the annoyance. "What are you?"

Peter sobered instantly. The words were the mental equivalent of being dunked in ice water. "I'm sorry, what do you mean?"

She jabbed the bat towards him, ""What are you? I mean it's obvious you aren't normal."

"Whoa, hold on, hold on." He held his hands up, "What do you mean by that?"

She narrowed her eyes at him, "Come on. I'm not stupid. First Aunt Anna goes on and on about how smart you are-"

"Wait, your Aunt thinks I'm smart?" Peter felt a slight warm tingle at the thought that Anna Watson might think well of him.

She rolled her eyes and shrugged, "Your aunt likes to brag to mine. You're already going to college next year, right?"

"Yes." Peter said, not sure what else to say to that.

"And I saw you sneak into your house." She said.

"I know. I waved to you." He replied, still uncertain about where she was going with this.

"The handstand, the climb, the leap over the fence..." She started counting things on her fingers by using the bat to awkwardly tap each finger of her free hand. "So I was thinking maybe you were some kind of genius, Olympic level athlete type. I mean, it's far-fetched, but not impossible, right?"

"Um... right." He was getting uncomfortable. Her gaze still bore into him.

"Then I saw what happened at the deli."

Peter licked at his suddenly dry lips. "Say, what did happen there? I was nowhe-"

She held a hand up, "Spare me. I recognized your hoodie. And the moves were the same as when you were doing your routines in your back yard."

"Those weren't-" He began, but she cut him off again with a waggle of the bat.

"You jumped that... that thing... you took it out without breaking a sweat. You did it while they were shooting both of you. Just... like complete wire-fu. It was like a screwed up John Woo movie!"

"I really don't thi-"

She pressed the end of the bat to his chest and pushed slightly forcing him back against the arm rest of the couch. "I was watching you come up the street when that thing landed. I don't think anyone else got as good a look as I did. I know what I saw."

He gulped nervously. "And what did you see?"

"They shot you." She said flatly. "While you were talking to the one guy, the man standing behind you just put the pistol to the back of your head and WHAM. You fell down. Most of your face was missing."

He gestured, "Well, as you can clearly see, that wasn't me. My face is right he-"

She thumped the end of the bat to his chest again. It didn't hurt, but it was getting annoying. He scowled slightly, "Can you please not do-"

At his scowl, she stiffened immediately, pulling the bat back defensively against her body. She spoke the next words hurriedly, as though unsure if he was going to let her keep talking... or breathing. "I know it was you. I saw them shoot you. Through the head. I saw them shove your body in a body bag and dump it into one of the vans."

She sat down heavily in the easy chair and stared at him, her face haunted. "I was so scared I was going to have to tell your Aunt that you were dead. I mean you guys just lost your uncle..." Her voice trailed off uncertainly. She looked away from him, to the kitchen. Peter remembered the expression on her face when she'd seen him come in. She turned her gaze back to him, "You were dead. Now you're not."

She met his eyes and there was that steel behind her gaze once more which was at odds with the adorable scowl she had. "So... I'm going to ask you again. What are you?"

He tried to find something to say. Some smooth, convincing lie that she would accept. Something that wouldn't sound ridiculous and trite and might get her off his back and Cletus' voice began to rise up ready to help him protest his innocence and ignorance, but then he gave her a hard look.

Was there any reason why he couldn't tell her the truth? It wasn't like he knew much of it himself.

_I barely know her._ His voice drawled, scorn dripping. _Why not tell Aunt May? Hell, why not tell everyone?_

He couldn't tell Aunt May, of course. She was already dealing with too much. But MJ... he really didn't know her. Perhaps that made it easier.

Actually it did make it easier. He gulped nervously and looked away from her.

"Trying to come up with a good lie?" She asked. It didn't come out unfriendly exactly. She seemed actually curious. "I'm willing to buy alien or super clone thing. Maybe vampire, but you were in the sun a lot, so that's going to take some convincing."

He smiled. Just a little. He'd been what he had been for about twenty four hours now. Questions piled up on questions and it had all just been him. Maybe someone to talk to would be the way to go...

_And if she tries to turn on us,_ Cletus voice drawled darkly, stronger somehow, _We can eat her and tell her auntie she ran away or something. Or pretend to be her._

A chill ran down his spine as he immediately closed that line of thought down.

She raised the bat once more, chewing on her lower lip nervously, "I... I can't help but notice you've been quiet an awful long time."

He replied darkly, "I'm trying to decide if I should trust you."

"And?" She asked carefully.

He sighed. "I don't know what I am. Or what happened to me."

"Look if you don't want to tell me-" She began to say but he cut her off sharply with an impatient gesture that had her raising the bat defensively once more.

"No, that's not it. I actually don't know what's going on." He sat up, rubbing at his head, "I'm... something happened last night. It changed me. After Uncle Ben died-" He paused, not sure how to continue.

He looked up and he realized that her stance shifted slightly. Her eyes were sympathetic and the bat was a bit lower down.

He shook his head, "I can't believe that was just yesterday."

"The man who was going to take him away. Take his body away, I mean. I stopped him." His voice dropped, cold, nervous. He wasn't sure what to tell her, but he wanted so badly to tell someone. Anyone... even a girl threatening him with a bat would do. He continued in a quiet, intent voice. All the keyed up emotion of the past day, all that he hadn't been able to let out when he'd cried on Aunt May's shoulder came pouring out in a single terse sentence. "I killed that man."

MJ almost looked like she was about to reach a hand to offer it to him in sympathy, but he didn't notice. He continued on without noticing it. "Then I ate him."

Her hand recoiled. "You what?" Her voice was a hoarse whisper.

Peter spoke softly, intensely. Everything he'd found out from the day before came pouring out. Ed Whelan and whatever it was he had done with the rats. The mutations that had been caused by the thing that had changed him, changed Whelan, changed Kassidy and the vulture thing.

The Hydra. Whatever that was.

He told her about what little he'd learned of Gentek. Of Smith and Jones. He suspected they were the Gentek Security screw-ups the T-bolts had been talking about. How they'd killed his uncle by accident and tried to kill him. About the T-bolts and whatever clean up they were engaged in that resulted in the destruction of the deli.

He told her about his abilities. About his suspicions. He rattled off numbers and statistics, unable to keep his own speculations out of what he told her. He told her about Cletus Kassidy about Kassidy's memories taking up residence in his head when he'd consumed the man.

It hadn't been neat or organized. He'd backtracked often. His words tangling up among themselves and he was forced to backtrack and force his scattered thoughts together. He had no clue what he even said half the time, merely just letting the words come out, with no real conscious thought to them until she would stop him and ask him to explain something else that he had said.

It was three in the morning by the time he'd finished talking. He slumped against the couch, drained, finally. It had all built up inside of him and finally being able to talk about it had been an immense relief.

MJ had taken a seat on the easy chair during most of his recitation. The bat was no longer in her hand, but she had a pillow on her lap and if he'd been paying attention, Peter would have noticed that her hands had bunched into fists in the material whenever he'd spoken of anything particularly harrowing or terrible.

Well, Peter did notice, actually. Despite how involved he'd become in telling his story, he hadn't been able to keep his eyes off her. He watched her ferociously. Intent on her reactions. He had to know what she would do now.

"Why are you acting like you're scared of me?" She demanded quietly after he'd been silent for a few minutes.

He looked at her. "You're the only one who knows all of this now." A part of him quailed. He shouldn't have told her. He should have lied his ass off and now he was going to have to make a break for it when she started screaming.

The screaming was probably going to be starting any moment now.

"I should be scared of you." She said, still in that same quiet voice, she was chewing on her lower lip again. Peter was starting to find that little quirk about as endearing as her cute little scowl. "Hell, I was terrified when I came down here."

"And yet you came down here and started waving a bat at me." He replied, smiling slightly and nodding to the bat that was resting next to her easy chair.

"Because I wanted to know if you're going to hurt Aunt Anna or not!" She snapped testily, her hand briefly dropping to the end of the bat.

He raised both hands in a gesture of mock surrender. "What?! I would never hurt her! She's Aunt May's best friend! And she's nice to me! I don't want to hurt anybody!"

She smiled at that, got up and sat down on the other end of the couch from him. "Yeah, I kind of got that." Tentatively she patted his foot under the blanket and continued, "You really don't want to hurt anybody?"

"Well... no." He scooted his feet back to give her more room. Her sudden decision to sit down on the couch with him had come as a surprise and even with his reflexes he didn't have a reaction to that lined up. Well, not one that wouldn't embarrass him horribly.

She met his eyes and there was something there laying just behind the steel he'd seen earlier. Some strange hint in those bright green eyes that maybe not everything was as it seemed. "You aren't looking for trouble, but you're going to finish it if it comes for you, right?"

"I guess so." He hedged.

There was a strange intensity in her eyes when she asked the next question, "You'll protect your Aunt May? And Aunt Anna, right?" She paused ever so slightly when she finished, "And me too?"

He looked at her, not sure why she was asking, but her gaze told him that it would be bad to disagree. "Sure. Absolutely."

She smiled then, leaning back once more and retreating to her end of the couch. He wasn't sure when she'd leaned over him as she'd asked those questions, but he wondered what set that off.

"Then I've got no problems with you." She said.

"Just like that?" He asked, still not quite sure what had happened.

"Just like that." She replied. "You're a nice monster."

He'd expected just a bit more fear maybe. Or awe. Or something. The sudden blithe acceptance after that strange intensity left him just a tiny bit numb. "I could eat you, you know." He said jokingly.

"Not til at least the third date," She replied. Her voice was teasing. Flirty, almost.

Peter stared stupidly. He'd never actually had anyone flirt with him. He certainly didn't expect it from the rather pretty girl who he'd just confessed to being not-quite-human to.

She laughed, "See? That right there tells me exactly what you are."

"Er... what's that?"

"A nice guy." She grinned. "Who doesn't get out a lot." She added as an afterthought

He chuckled. "You don't think I'm a monster, then."

Her voice was quiet and serious. "No. You're not like that." There was something in her tone that told him the unvoiced part of her statement had been: She knew exactly what real monsters were like.

He flailed around once more, trying to find some other topic. He kind of hoped she'd flirt with him some more, but before his curdled brain could offer him anything useful, she hopped back to her feet, "I should get back to bed."

"Oh." He did his best to hide the disappointment in his tone with poor results.

She winked teasingly, "Miss me already?"

"Um..." He blushed,

She laughed a little, "Well, I still definitely better get back upstairs before your Aunt or mine notices we're down here. Otherwise they're going to insist on chaperoning us when we hang out again."

He replied uncertainly. "Sure... I guess" Then his brain caught up his ears as he realized she'd said 'again'.

Part of him was already trying to think up some acceptable excuse for them to be down in the den with the lights dim and her wearing just her T-shirt and shorts... he knew she was wearing shorts now. She'd sat... interestingly on the easy chair and his eyes were very good in the dark now. That they were just talking was probably going to be acceptable.

If it had been Uncle Ben that had caught them, he probably wouldn't have accepted anything less than 'We were totally making out' as an excuse regardless of what they were doing.

"We can talk some more tomorrow." Her smile was warm as she quietly glided back to the arch. "And I want you to show me what you can do." Her eyes glittered in the dim light.


	11. Chapter 11

- - -

Peter hadn't been able to go back to sleep. He'd ended up surfing the net. Running more searches in various combinations. T-Bolts. Gentek. Cassidy. Whelan. Hydra. Smerdyakov. Drago. The Sandoval Deli. There wasn't a lot of useful information, but he gathered what he could, transferring his growing notes to a small folder of documents on his phone.

Not really anything useful. He felt he was chasing his own thoughts around and around again. No progress. He wasn't an investigator. He could use a search engine about as well as anyone else could, but that wasn't really getting him to anything really useful.

He scoured news websites for any unusual disappearances from the previous night and day. All those bodies in the back of the T-Bolts van had to have come from somewhere. He could still see that little girl in her body bag before the Drago's flailing talons tore her face apart.

They seemed to be used to covering this sort of thing up. The only report, for instance, that he'd heard about what had happened at the deli down the street had been a brief mention of 'exercises' being conducted by the Department of Homeland Security in Queens. The brief news items he'd found about Uncle Ben had all referred to the incident as a 'tragic home invasion' and mention was made of the two drug addicts who had died in a police shootout halfway across Queens who were supposedly responsible.

There had been photos of the dead men. One had been too fat and the other too skinny. Neither man had had a haircut in years. Not the sort of men who'd been here. Peter could remember the distinctly military bearing both men had had.

Morning rolled around finally and he had ducked into the bath for a shower as cold as he could take. Which it turned out was pretty cold. The icy drops had scoured his skin and made him shiver uncomfortably. But it had done a great deal to help clear his head.

In all, he'd had maybe three hours of sleep. He felt fine. None of the drowsiness or cotton-headedness that usually accompanied a lack of sleep for him. In fact he felt fine.

_Hungry._

He always felt just a tiny bit hungry, ever since the changes. That word was nice and safe. Neutral. Changes. If he didn't pay attention to it, it wasn't a problem, but when he did... oh, when he did... it felt like a bottomless chasm yawned in the pit of his stomach. He wasn't too certain if that might not in fact be the case.

He stepped out of the shower and was toweling himself when a thought occurred to him. When he really didn't want it to, dirt just sloughed off of him. Or he absorbed it. He wasn't entirely certain which, but now... He looked at himself in the unfogged mirror and made note of how much water still clung to him, damping down his hair and dripping down his sculpted and muscular body.

He still couldn't get over that. He flexed his biceps once more just to be sure. Then he shifted.

Black and red tendrils blurred his body's outline and dressed him in a plain white under-shirt, a flannel work-shirt and khakis. He was also bone dry.

Again... another neat little fact.

He brushed his teeth and wondered if he actually even needed to do it.

He decided in between gargling and spitting that yes, he did. Maybe he didn't physically need to do it anymore... he suspected his teeth could sprout the necessary tendrils to consume anything that might be left in his mouth and thus logically prevent all possible decay. The thing was, brushing his teeth made him feel human. It was normal. It was boring. It was mundane.

It was brushing his teeth and it made him feel obscurely better for doing it.

He stared at himself in the mirror again then, ran the tap, wet his hand and smoothed his hair down with the water. If he went out too dry, Aunt May was liable to accuse him of not actually showering.

He stepped out and his senses were immediately assaulted by scents all around him. It was getting easier to pinpoint people by their scent and heartbeat. He barely needed to pay attention to it anymore. Lilac and papers above, slow steady beating and even breaths told him Anna Watson still slept. She had work in a few hours. Her car still wasn't back from the shop and she would still be driving Aunt May's old beater. Spices and flour and olive oil spun in the kitchen, threading through more scents of cooking food. Bacon scents cut through his attention and set his mouth drooling.

He caught a whiff of the not-quite-but-deliciously-similar-to-waffles smell coming down the stairs and he smiled up at MJ. She smiled back at him. The bruises on her face had lightened. She still had her hair brushed over to cover them, but hurriedly. She'd barely paid attention to keeping them covered last night, but he guessed she assumed he couldn't see them. He got the idea that it wouldn't be smart to ask her about them. Not yet.

_Real monsters,_ the thought floated up, unbidden. He did notice that she wasn't in the hoodie anymore and she'd slipped a pair of loose jeans on, but she still wore the same shirt from last night. He was pretty sure the jeans hadn't been hers. Probably Anna's.

"Hi." He tried. There. That seemed... friendly. Innocuous. Nonthreatening.

She replied back, "Hi." Then dropped her eyes from his and she stepped into the kitchen. That was pretty much that.

Peter was starting to think that the universe enjoyed having a good laugh at his expense.

Aunt May had made waffles.

- - -

Aunt May still seemed brittle and tense, but she kept a mask of cheer on for the benefit of Peter and MJ. Anna would be up in another hour and May had done her best to cover up the silences that the two awkward teenagers had thrown up at the table.

The friendly bantering atmosphere they'd gotten last night wasn't there. Scared off by the light of day. Or MJ just wasn't quite ready to let on that they had talked last night. Peter kind of understood, but at the same time it was terribly frustrating.

She really hadn't had the patience for small talk, but had soldiered gamely on, eliciting one or two word responses from the two eating with her.

"Did you have any plans for today?" Aunt May had asked as she cleared the table with their help.

"Um... well, I was thinking-" Peter began, but MJ interrupted.

"I kind of wanted to explore the neighborhood a little. Would you mind if Peter showed me around?" MJ asked quietly.

May smiled broadly and put a hand on the girl's shoulder, "That sounds like a good idea. Ben and I always did say Peter didn't get out enough." She caught what she'd just said and Peter could almost taste the sudden tension in her.

Peter ducked his head, "Did you want to get going?"

MJ nodded, then headed back for the stairs, "Let me get my jacket."

"You put one on too, Peter. You know how easily you get chills." May chided gently.

Pete blushed slightly, "Er... right. Yeah, I should do that." He could hear MJ already halfway up the stairs chuckle a little at Aunt May's admonition.

He went around the corner into the den and shifted hurriedly to put Cletus's hoodie on him once more.

MJ breezed back down the stairs noting his attire then nodded to May and all but dragged Peter out of the house.

"MJ?" Peter asked after they'd made it a block away from the Watson house, his hand in hers. She had a strong grip, he noted absently. Her nails were blunt and now that he'd gotten a closer look at them, chewed down raggedly. Her hand was warm and smooth, but he could feel calluses on her fingertips. He had no idea if that meant anything, but this was the first time he'd held hands with a girl who he wasn't related to and he was damned if he wasn't going to try and enjoy it.

That startled her and she whirled on him, eyes blazing. "What did you-?"

"What?" He stared, surprised at her reaction.

She eyed him for a moment, then finally replied. "Only Aunt Anna calls me MJ. Everyone else calls me Mary Jane."

"Oh." He said weakly. "Sorry. That's... um... that's all I ever knew your name as. I mean."

She smiled suddenly. "I guess I don't mind. And I can call you Peter, right? No funny nicknames?"

_Call me anything you want, sugar._ Cletus's voice floated back.

"Nope. It's Peter." He frowned a tiny bit. "Never Petey. You call me that and we'll have words."

She laughed lightly, then slowed down and ended up walking next to him as they passed the Parker house up the street. She let go of his hand casually. He wondered if she held hands with guys often. Then chided himself for being pathetic and fought down a blush.

"So... where are we going?" He asked finally.

She looked at him and asked quietly, "Is there anywhere we could go around here that's private?"

He startled a little. He didn't know why he hadn't expected her to reply. He clamped down hard on the other thoughts that occurred to him about wanting 'somewhere private' and he asked back, "Someplace I can show you what I can do?"

She nodded and he replied, "There's an old office building a couple of blocks north of here. It's got a weird blind alley next to it that's not visible from the street." He shrugged trying to sound casual, but there was a slight blush on his face still. "Um... there's not usually anyone there during the day."

She eyed him, "But some people at night?" She asked coolly.

"It... uh... well... it does get used as a hang out by some of the local kids." He replied stiffly.

"And a make out spot?"

"Maybe?"

She rolled her eyes, but laughed, "That'll be just fine." Her eyes glittered with humor, "By all means, show me your make out spot."

He sputtered as they continued to walk, "It's not my make out spot! I've never been there! I just heard about it-"

She laid a hand on his arm and but didn't stop laughing. "No, I didn't really figure you for the type."

"Hey, I could've." He replied defensively.

She met his eyes once more and she flashed him an indulgent smile, her voice was sweet, light and dripping with teasing sarcasm, "Yes. Clearly you are a complete stud-meister."

He found that this teasing, unlike what he was used to at school, didn't sting. Maybe it was the delivery, maybe it was the fact that his 'not-quite-a-jacket' still gave him his full sense of touch and her hand felt good on his arm, maybe it was the way she smiled, but he pouted with mock indignation and replied. "You're just getting me back because I didn't let you use your long, hard wood on me last night to your full satisfaction."

She smiled now, clearly ready to give as good as she got now. "Oh, yes. You were begging for it."

"Well, you did stick it to me quite hard a couple of times. I've probably bruised." He grinned, continuing with a hand to his chest. "I'm delicate, you know. You may have ruined me. You're a thoroughly wanton beast."

She leered and waggled her eyebrows at him, "Oh, you'll know when you've been properly ruined."

He blushed at that and they both laughed.

They kept walking then in a companionable silence. Peter couldn't really think of anything else to talk about and his well of small talk was at best tiny and easily tapped out. She seemed to like the quiet as much as the banter. Peter found that he liked that about her.

There was a lot to like about her.

He really needed to stop that. He'd just met her.

They arrived at the blind alley he'd told her about. It was a loading area between two buildings that had to be reached by making a sharp turn down an alley, shielding it from view of the street. One of the buildings was advertising unoccupied office space and the other had no windows overlooking the loading area.

It had some litter, some old wooden pallets, a beat up couch and a handful of pigeons that didn't even seem to acknowledge their approach other than to eye them speculatively as though weighing the likelihood of a meal.

She eyed the couch for a moment, considering it, then she shrugged off her hoodie, the walk and the sun conspiring to warm her enough that she didn't quite need it. She laid the hoodie down on the couch then sat, turning to face him with an eager, curious expression on her face.

She'd been careless with taking the hoodie off and her hair had been pulled back a bit, revealing the yellowing bruises on her face. Peter was sure she'd gotten them the night Uncle Ben had died. He averted his eyes from them quickly, doing his best to keep from staring.

_Aw, hell,_ His voice drawled in his head, _You'd be staring at her face all day even if she didn't have the bruises._

He colored slightly and pretended it was from her looking at him rather than the other way around. "So," She said, "You're strong, right? How strong?"

He shrugged, "I've never actually tried to check my limits. I mean I know I'm stronger than I used to be, but I'm not sure by how much."

"I guess we could try?" She said uncertainly. "How about picking up one of those pallets?" He gestured to the stacked wooden pallets. They were old, untreated wood. Each one about four feet by a bit over three feet in size. "I don't know how much those weigh though." She added.

He took a glance and replied automatically, "They're around forty pounds each."

She blinked in surprise and stared at him. "How would you know that?"

"Math. Density of wood, multiplied by the dimensions of each plank then add them all up." He ducked his head a little, "I had to fudge the math and round off a bit, but it comes out to more or less forty pounds."

"You did that in your head." She asked, still staring.

"Er... yes?" He smiled weakly. "I'm good with numbers. I've always been good with them."

"How do you even know the density of wood?" She asked pointedly.

"Okay, I fudged that too." He admitted. "I could only remember an average density for pine."

"Why would you even know that?" She asked again.

He gave her a grin. "Discovery channel."

"And you could do that before you could do all the other stuff?" She asked curiously, gesturing at him vaguely.

He nodded. "Uncle Ben," He paused and swallowed then pressed on, "When I was eight, he used to take me to those booths at fairs where they have a bottle of stuff and you have to guess how many things were in it? Like beans or ball bearings... that sort of thing."

She grinned, "Oh, man. You guys must've cleaned up."

He nodded, smiling fondly. "It got to the point where the fairs would have pictures of Uncle Ben and me posted so we couldn't play the games anymore. He... he used to talk about how he was going to take me to Atlantic City when I turned twenty one and we were going to clean up at blackjack tables. Aunt May used to lecture him about being a bad influence on me."

She stood back up, putting a hand on his shoulder gently, "Your uncle sounds like he was quite a character."

Peter gave her a small smile. "He would've loved meeting you."

"I'll bet." She agreed.

He swallowed down his melancholy and turned to face the pallets. This was something that he'd been wondering about for a while now. "Well, enough of that for now... let's see how well I do here."

MJ plopped back onto the couch and made a gesture that could be interpreted as 'proceed'.

Peter lifted one pallet by the solid middle crossbar with little difficulty. He frowned and picked a second one up in his other hand.

"Okay... no problem so far." He said tentatively.

MJ nodded. "Can you try another one?"

Peter nodded back and stacked three pallets on top of one another, then easily and cleanly lifted them over his head. "No strain either." He replied.

"Wow." She said. "None?"

He shook his head. "Might be easier to test it this way..." He put the stack of three down then began piling all the pallets on top of one another, ten in all.

"That looks kind of unstable-" MJ began to say, but Peter nodded in agreement.

"I know, but I figure it would be simpler to see if I'm at my max here and then work my way down. I'll be careful."

"Lift with your knees." She added helpfully and he gave her a wry look over his shoulder.

He bent down, squatting on his knees and worked his hands under it. At first the structure refused to budge, but his heartbeat spiked for just a moment and the warmth filled him. The stack began to rise in his grip. He managed to get the entire stack tottering up to almost around waist height before the whole structure shuddered and fell over with a crash. Dust exploded out from the mess forcing both of them to cover their mouths for a moment.

"Well so much for that idea." MJ said brightly. "So... around four hundred pounds?"

Peter shook his head. "No. It still felt... easy. I'm going to need something heavier to try." He looked grave and thoughtful. "Did anything look weird to you while I was doing it? I had a little trouble at first, but then as I got it off the ground, it just got easier.

She shook her head. "Well, your muscles bulged while you were just starting. I mean seriously bulged. Like you were on steroids. They settled down once you got it up, though."

"Interesting." He nodded. "Well, I wish I could show some more, but I think that's it for now for the heavy lifting."

She nodded again, chewing on her lower lip as she thought. "How about running up the wall? That looked cool."

"That was just momentum," He said with a shrug. "I wasn't really thinking too clearly when I did that. I just wanted to make sure he didn't get away. Whatever happened to me gave me some sort of enhanced muscle control, so I could probably do gymnastics and stuff easily. I mean once I learned them."

She tapped her chin. "Do you dance?"

"No. Never have." He glanced down, "I've got two left feet."

"Probably not anymore," She grinned. "We'll test that one out later."

He blinked, not sure how to react to her declaration. "Um... anyway, anything else you want to see?"

She leaned forward in her seat, eyes glittering. "Show me the shape shifting."

"Uh... sure." He let his heart speed up and his outfit changed to Cletus's black jeans and hoodie.

She blinked. "Wow. Weird. Face too?"

He obliged her and took on Cletus's human face. He let the tendrils subsume his face again and took on the face of the Drago, whose name he'd never learned.

"That's pretty much it for faces," He said, his voice uncharacteristically thin and reedy. "I think I can probably look like anyone, but it takes practice. I can't get the faces right, right off the bat. Maybe with a bit of time and a mirror. Um... If I... um... eat them... I can get the appearance easy."

MJ looked thoughtful, "So you need to eat... hey, I just realized something."

"Hmm?"

"You ate your clothes, right? You can make it look like you were wearing your clothes?" Her eyes were glittering with amusement again. She seemed easy to amuse.

"Uh... yes?"

She asked slowly. "Does that mean that right this moment. Right now... you're actually naked?"

"Can I plead the fifth?" Peter asked, a blush rising once more.

She laughed, "Oh my god. You ARE aren't you? We've been walking around the city and you don't have a stitch of clothing on right now, do you?"

He blushed harder, "Well... like I told you. I ate all of my clothes. I don't really have anything to put on except what was in the backpack and I'm worried I might eat those too if I transform or anything."

She hopped to her feet and walked over to him, taking some of the fabric from his jacket and rubbing it between her fingers, "It really does feel like polyester though."

He shuddered and did his best to not think about what that felt like. "Uh... yeah. The only real difference is it's part of me... and anything metal I think I have to replace with some sort of equivalent. Something like bone or tooth enamel instead."

She looked thoughtfully at him, "Can you mix and match them?"

"Oh, sure. Any clothes I've eaten." He shifted his legs to the bright yellow hazmat pants, but with his sneakers instead of the boots. His hoodie vanished replaced by the denim workshirt.

She shook her head, "I mean use the pattern for one and the material from another."

He looked thoughtful. "Well, it's mostly been automatic, but I guess that might make sense... hold on." He closed his eyes for a moment and concentrated. His heartbeat spiked once more and the tendrils settled down to show him in Cletus's hoodie and jeans outfit, but all the black cotton material was now the slick, plasticky material of the hazmat uniform.

"How's that?" He said opening one eye.

"Very cool." She grinned, "We need to feed you more clothes."

He rolled his eyes. "You're going to turn my freakish abilities to an excuse to shop?"

She laughed.

"I guess that's pretty much it, I think. I mean aside from the consuming thing." He paused and added hastily, "Which I really don't want to show you."

She grinned teasingly, "I could feed you some of my clothes?"

He stared at her wracking his brains for some sort of response to that and realized he had completely blanked out once more. Desperate, he blurted out the first thing that popped into his head, once more without any real conscious thought. "I didn't think you wanted me in your pants."

She stared back at his reply for a moment, then broke into a laugh. "Fifth date at the earliest, tiger."

"Does this count as one?" He said, trying for playful, but there was a slightly desperate undertone to his voice that he couldn't quite keep out.

"Maybe. I was hoping for a bit more ambiance than a back alley make out spot, though." She winked.

He blushed harder, setting her laughing even harder. She plopped back onto the couch, clutching at her stomach. "God, you're adorable when you do that."

He ducked his head, pleased to be adorable, but at the same time slightly worried at the word choice. Baby ducks were adorable. Puppies were adorable. Guys you were kind of sort of maybe flirting with weren't supposed to be adorable... right?

"I am wondering though," She said finally, sobering. "How much do you actually need to... um... eat before you can take an appearance?"

He shrugged, his blush clearing quickly with the more serious topic. "No clue. Um... both times so far I... I pretty much finished the bodies."

She looked at him thoughtfully and as though deciding something reached up, twirling a lock of her hair around her finger.

Peter watched the operation, mildly fascinated... then surprised as she tugged sharply and offered him the hairs that she'd just pulled out. "Eat these." She'd said suddenly.

"Uh... are you sur-"

"Yes." She said hurriedly. Then she met his eyes and her urgent tone softened. "Please?"

He smiled back uncertainly and took the proffered hairs. He noted that there were skin tags at the end. So that meant live cells. His palm flowed with tendrils briefly and he felt his body accept the tiny amount of material with barely any change.

"Anything?" She asked.

He concentrated and his head blurred. When the tendrils settled, his hair and eyebrows, which had been brown, were suddenly the same bright red that MJ had.

"Wow." She smiled and reached up for his head suddenly, stroking a hand through his hair. He savored the sensation. Luxuriated in it. His hair had been coarse and slightly wavy. Impossible to tame. Cletus' red hair was even thicker than his own hair and tended to clump, when he'd bothered to run his hands through it.

The new head of straight red hair he sported was silky and unfamiliar. "Uh... I guess since I had your hair, I can copy your hair?" He said uncertainly. It was really, really hard to think as she continued to run her fingers across his scalp. this close, her scent was tantalizing. He had to restrain himself to keep from reaching out to return the favor by running his own fingers through her hair.

"It feels just like my hair. That is so weird. Cool, but weird."

She looked at his eyes, hers had gone thoughtful and intense once more.

"What?"

"So maybe you can just do what you've had?"

"I'm guessing," He replied carefully, "I'm guessing I've got a sample of it... so I should be able to duplicate it. It's not just the genetics of what I'm consuming. I need... the gross physical structures. Kind of like what I do with clothes. I need to get the whole thing to get the structure right... at least if I want to do it quickly." He kept talking more to distract himself.

She pulled her hand back away from his hair and he gave a sigh which was halfway relief and halfway disappointment. She rubbed her palms together gathering up dirt in tiny black rolls that she carefully pushed together in one hand.

"What is that for?" He asked, looking down into her hand.

"Most dirt is just skin cells, right?" She said slowly.

"You want me to...?" He stared hard at her. "You want me to eat dirt off your hands?"

"Please?" She turned pleading eyes, "I want to know how far you can get with this."

He sighed, unable to resist. He took a momentary chance and this time actually allowed his palm to press briefly against hers as he swept the dirt up in his tendrils.

He pulled his hand back sharply at the sensation. That... delicious, tantalizing taste as his feeding tendrils had brushed against her hand. He'd felt her pulse for a moment. Strong, beneath her warm, soft skin.

She didn't notice the intensity of his gaze, staring at her now clean palm. She'd shivered just a tiny bit as their hands touched. He'd seen that. He'd felt it. A sudden rush of confused feelings assaulting him as he hurriedly stepped back form her.

"That tickled," She declared holding her hand up. "I didn't expect those tendrils to tickle."

"I... I guess not." He said stiffly.

"So... see if you can turn into me." She'd asked with an almost too eager smile. He frowned a little and concentrated. Another mystery. One he could concentrate on later. When he wasn't trying to fight down a sudden mess of urges with regards to the young Miss Watson.

"Not much. I don't really feel anything." He said after a moment of attempted concentration. He'd gotten himself under control and he'd tried. His heartbeat had spiked, but there hadn't been much of a change. He'd barely felt a stirring in his skin. "Any change?" He asked carefully.

She'd noticed that he'd moved back, but she didn't follow. "You're really pale. Not much else. You've got my hair color and your skin's gone bleached out like... oh, wait. It just looks pale compated to earlier."

She stepped close to him once more and took his hand once more into that warm, delightfully soft hand of hers. They were the same color.

He swallowed hard and realized he was drooling.

"We almost look like fraternal twins like this." MJ grinned.

"Yes." Pete said weakly, pulling his hand back as quickly as he could, which got her frowning.

She asked, "What's wrong?"

"Nothing!" He said hurriedly. Unconvincingly.

"What?" She asked again, her brow furrowing into that adorable little scowl of hers. See? She was adorable. Peter was not supposed to be adorable. He'd eaten people for goodness sake. He should not have been considered 'adorable'. He caught himself and couldn't believe he was still worked up about that.

"You're feeding me bits of you." He said awkwardly.

She nodded. "Yes. I want to see-"

"You. Are. Feeding. Me. Parts. Of. You." He said slowly. Distinctly enunciating every word.

She frowned. "So?"

He covered his face with his hands, blushing brightly again. He had to tell her. He'd told her everything else, so he had to tell her otherwise, he got the impression she wasn't likely to let it go. He mumbled something into his hands.

"I didn't catch that." She said, still scowling cutely.

He gave an exasperated huff and looked her straight in the eye. He had to make this absolutely and perfectly clear. "You're delicious."

"... wait, what?" She stared. The scowl was gone, replaced with confusion.

"Delicious." He said, turning his head to the side, her skin color was really well suited to blushing. "I've got it under control," He said slowly."I think. But... um... yeah. I'm worried I might not... you know... be able to stop myself if you keep doing that. So... yes. No more of me eating bits of you."

"Oh." She looked thoughtful and quiet. She looked at the pallets, crashed and scattered all over the area. Then she looked at him, not quite meeting his eyes. "But you've got it under control, right?" There was a pleading note to her voice that worried him.

He nodded jerkily, running his tongue over his dry lips. "Yeah. I have it under control. I just... it might be a bad idea to tempt me with anything else from you for a while, okay?" He smiled weakly once more. Embarrassed, he looked away and stayed a pace back.

She also looked embarrassed, looking away for a moment then back to him. She was chewing her lower lip, deep in thought. This was it, Peter realized. She was going to tell him she couldn't deal with it. He was in a good spot to start running. He would probably have to.

He might even have to eat her to make sure she didn't tell anyone. _Exactly what you wanted anyway, right?_ His voice drawled in his head.

He stood stiffly, trying his best to ignore her while he was still so very tempted. The hunger had settled, but that taste had been... he shuddered and tried his best not to notice the slow, delightfully wicked and teasing smile spread over her features.

He looked up at her sharply and asked anxiously, "What?"

She giggled into her hand, "I guess this would make oral sex really awkward then?"

He sputtered and she simply laughed. Just like that.

- - -


	12. Chapter 12

- - -

Peter was getting tired of embarrassed silences.

He'd been going into them a lot since he'd met MJ, which admittedly was not quiet eleven hours ago. If he really set his mind to it, he realized he'd only actually spent an accumulated total of five hours in her presence thus far, but even so there had already been a lifetime of embarrassed silences around her.

After his demonstration for her and the declaration that he was trying very hard not to eat her and her little oral sex quip which still made his face burn and other parts of him tingle, she had declared that he needed to expand his wardrobe.

So they'd gone shopping.

Or at least hitting what local thrift stores and Walmarts as they could reach by walking. Which weren't that many. The long walks didn't tire him like they should have, or rather like they would have just a few days ago.

Peter didn't have any money. His wallet was in his backpack which was still in Anna Watson's house. He wasn't sure how he would carry one around since it was plastic and so were most of it's contents, among the items that weren't paper. He was worried about possibly eating it as well as his identification.

In the interests of pure scientific curiosity, MJ had fed him a dollar bill. When he'd tried to extrude it back out, the resulting 'bill' stayed firmly stuck to his fingers by tendrils and the print looked very off. Smeared. If one didn't look too closely, it might have passed muster... well, if he could get it away from his hands in the first place, but the smaller print was barely readable.

MJ had declared that the material felt right, like he'd managed to get the right kind of paper for making a forgery, but that actual printer used hadn't been up to snuff. And there was no security stripe. The colors looked a little off as well, Peter decided that was probably because of the metallic dyes in the ink. His body really couldn't do metals that way. He reabsorbed it hurriedly.

None of which had caused the latest embarrassed silence. Not even when she'd offered to pay for their small lunch at the small burger joint inside the Walmart.

They'd chosen an out of the way corner of the restaurant, not immediately visible from the entrance or the counter which afforded them a small modicum of privacy. Peter had eaten his meal of many, many cheap burgers with a sort of necessary daintiness that MJ seemed to be fascinated by.

That wasn't the cause of the embarrassed silence either.

It was when she'd asked, "What do you plan to do now?" that he'd drawn another complete mental blank.

He covered up for it by taking another tiny bite of his tiny burger, but his nervousness betrayed itself and the rest of it vanished from his hands before he or MJ even noticed his hand blurring.

Finally he replied, "Try and figure out what happened to me, I guess. And find the guys who were really responsible for what happened to uncle Ben."

"But how?" She pressed. "I mean, yes, you are smart, but not all the CSI or Discovery channel in the world is going to make you a trained investigator." Her mouth twisted in a morbid parody of a grin, "Eating someone who was though-"

"Well, what would you do?" He asked, slightly defensive now.

"Get someone who actually is an investigator to do it for you," She replied with a small, smug smile. Like she'd figured something out before he did.

He picked up and unwrapped another burger as he mulled that over. "I can't exactly afford a PI." He replied with a wince. He looked down at his burger and his expression fell, "I can't even afford my own lunch."

She gave him a pat on the back of the hand, which he'd flinched away from just a tiny bit, sending both their hands scooting back hurriedly. MJ said with exaggerated patience, "Then don't pay for one. That cop guy who visited you and your aunt the other day."

"George Stacy." Peter replied. "He was a friend of my dad's."

"He pretty much told your Aunt May that he wasn't buying the story they told him. Give him the info. He's already planning on looking into things, right?" MJ explained. "Just give him a nudge in the right direction."

"You think that would work?" Peter frowned slightly, "I mean what if he blows me off? I mean it's not like I can just tell him everything like I did with you. Do I just tell him, 'Oh, by the way, I have the memories of oneof the guys who killed my uncle. I've got some info for you!'"

She shook her head, "No, of course not. You shouldn't tell him. He's a cop. He'd be worried about other stuff." Her tone went dark, "You can't trust the cops."

"Then why-?" Peter began to ask, but she cut him off.

"But you don't have to trust the cops to use them." She continued. "If you can't do it yourself, you find someone who can. In this case, that cop already wants to do what you need him to do. We pass him a few necessary hints and he can use his cop-resources to find out what you need."

Peter still looked reluctant. "Fine. Sure, we could do that... but if I'm not going to tell him everything, if the info isn't going to come from Peter Parker, allegedly the only witness to the whole thing, why would he listen?"

MJ smiled and made an expansive gesture. "Easy. You tell him all the info you've found out as Ed Whelan."

He stared at her. "Wait, what?"

She nodded, "Tell him you're the one the two men, Smith and Jones were chasing after. You can give him the same story you did as Peter, especially the bit about the third man, which sounds like an unreleased detail that they already noticed. You bring up to him where you work and that you think it ties in to what happened at the deli. I mean you said he looked peeved about that. That should give him something else to look into."

He frowned and thought. That did sound like it might work. It would also put the investigation in the hands of someone who knew what he was doing, instead of leaving it to Peter, who'd been quite frankly, flailing around blindly.

"Isn't he going to want to take 'Ed Whelan' into custody then?" Peter asked.

She nodded and popped a fry into her mouth, "Yes, but you'll be doing all of this over the phone," She continued, "Tell Detective Stacy you're in hiding because they're still after you. It sounds like he's already got a beef with Gentek to begin with anyway. You're giving him all the excuses he needs to do exactly what he wants to do anyway." She took another fry, "It's the best way to get people to do what you need them to."

Peter stared at her. She'd had her hood back up and her hair was swept down to cover the side of her face. All he could really see of her was her chin and the line of one smooth cheek. "That's awfully cynical."

She grinned cheekily at him, "It's basic psychology. You're not the only one who learns things from TV."

"This isn't going to devolve into wacky hijinks, right?" Peter asked. "Cause that last thing we need is for you to show me what you learned from 'I love Lucy'."

She gave a playfully offended huff of indignation, "I am trying to help, you know."

"Yes, I get that." Peter looked thoughtful, "I have Detective Stacy's number, I guess I can give him a call..."

"Well, don't fall all over your own feet in your enthusiasm." She said dryly, but the smile took the sting out of it.

He smiled back. "Payphone, you think? Last thing I want is him figuring out the call was coming from my cell. That's just going to open up a whole bunch of new questions I don't want him asking."

She shook her head and fished her phone out of her pocket. "Use mine. It's a prepaid. Untraceable."

He blinked, "Are you sure? Wouldn't-"

She held out another cell phone with pink trim. "I've got a spare."

Peter found himself unable to stop speculating on why she would have an untraceable pre-paid cellphone, but he wasn't about to turn down her offer to help. He put the phone in his pocket and then realized something.

"What?" She asked, seeing the change in his expression.

"I'm an idiot." Peter sighed. "His home address was on his Facebook page."

She blinked in surprise, "Seriously?"

"Well, the neighborhood. And he's got pictures of it up and down the street. I know he's on an apartment on a higher floor. One that makes him complain when the elevator's out in the building. It's something... familiar enough... I might be able to get his address if I go there. I might be able to get into his place and... I don't know. Maybe there's some more clues there."

"Wouldn't Gentek security or these T-Bolt guys be watching his place?"

Peter grinned, "Well, that just makes it easier to spot then, doesn't it?"

She sighed and covered her eyes for a moment. "You're really determined to do this yourself aren't you?"

"I'll take a quick poke around Whelan's place," Peter said hurriedly, not giving her a chance to talk him out of it. "Then if I do find something, that's just more stuff I can take to Detective Stacy, right?"

She shook her head, "Okay, I guess you have a point. We'll go." She began to get up when Peter put a hand on hers.

"Wait, what do you mean 'we'?" Peter said a bit more sharply than he intended.

She glowered at him from the shadows in her hoodie. She sat down and glared at him, "Do you know how to pick a lock?"

"Uh... no?"

"I do." She said with a small trace of pride. "Do you know how to get past a couple of guys keeping surveilance on a place by yourself?"

He frowned slightly, "Don't tell me you know how to do that too."

She flushed a bit, then chewed her lower lip for a second. "Okay, technically I don't either, but you need someone to watch your back. Make sure people don't put any more bullets into it." She said quietly.

He smiled a little at the worry in her tone. The obvious concern. That made him feel warm and his face flushed slightly. "I'll be fine." He gave her a small smile. "I can take a bullet to the head. I can outrun a car in Manhattan. I can change what I look like by just thinking hard." He continued, "They don't expect any of that. They'll never see me coming."

She chewed her lower lip once more as she mulled it over. "Or they're not watching and we can just stroll in there. I mean, assuming you knew where it was."

"I can find it." He said, then with less confidence, "Probably."

She sighed and held her hand out, "Let's make sure. Give me my phone back."

He passed it back to her and she asked him, "Get me the number for Metrocare's corporate office. Their HR department if you can get it."

Peter frowned slightly and pulled his own phone out, checking through his notes, but finally settling on doing a quick search. Their main website had all the necessary info MJ needed. "What are you going to do?"

"It's right around lunch time," MJ said confidently as she began dialing on her pre-paid phone. "If anyone picks up they'll be annoyed or in a rush. Won't be thinking too much. We could get lucky and they might just react on automatic..."

"What are you-?" He began to ask, but she held a hand out and shushed him.

She began talking, her voice now had a thick Jersey accent and sounded older. "Hello," Her voice sweet, but grave, "I know it's almost lunch and I'm sorry about this... My name's Jane Foster. I'm a Nurse with the Bayshore Community Hospital? I'm trying to get hold of an employee of yours, a Mr. Ed Whelan? He's listed as next of kin for Mary Whelan-?"

She paused as someone on the other end replied. MJ continued to speak, her voice soft and grave and serious and extremely convincing. "I'm sorry to hear that. Is there maybe a number or a mailing address we can use to get in touch with him? I'm afraid his mother doesn't have a lot of time and she wanted-" She paused as the voice on the other end spoke some more. "I know. I know it's sad when family doesn't get along. They hadn't seen each other in years and didn't want to go without... She does want to get him to forgive her... oh." She bit her lower lip, her voice growing quieter and somehow contriving to seem even more sad. "I'm... I'm so sorry. I said too much. I really shouldn't-"

She paused and now a small triumphant smirk appeared on her face. She reached out and grabbed Pete's phone from his hand and tapped something on it hurriedly. MJ gushed quietly, "Bless you, Miss. Bless you. Oh, yes. It'll be between us. I wont tell anyone. Thank you."

She hung up and tossed both phones back to a dumbfounded Peter. "What was...?"

His voice drawled in his head, _She lies like a pro, doesn't she? Is she doing that for you?_

He shook his head to silence that nagging little voice and she gave him a smile. "Confirmed Ed Whelan's home address."

He looked down at his phone where she'd tapped out a mid-town Manhattan address. Same neighborhood he was expecting to look through. He frowned and put the address into the map program on his phone and pulled up a street view.

"Wow." The street level picture matched up with one of Ed Whelan's self-portraits showing the street where he lived. "Wow." Peter looked up at her, "That was amazing."

She preened, just a little, then buffed her fingernails on the front of her hoodie and asked, "You maybe could've found his place, but it would've taken us the rest of the day."

"This is really upscale for a guy who works as a nurse isn't it?" Peter asked thoughtfully. "I mean Manhattan rent alone..."

"You think he has a roommate splitting the rent with him?"

He shook his head, "No roommate. No friends. Not even pets." Peter shrugged, "Maybe it was rent controlled or something."

MJ nodded, "Well, now we can head straight there."

"We?" He asked again, looking up sharply.

She met his gaze, this time he could see both of her green eyes, hard and bright. "Yes, we."

He flinched back and tried to keep his voice level, "Okay. Fine. We'll see what we can find out." His eyes narrowed and he tried his best to sound as serious as he could. Harsh. Hard. It came out with Kassidy's Texas drawl, "But if there's anyone watchin' the place, you stay put, y'hear me? I can probably sneak back out and meet up with you a lot easier than if we gotta make a run for it while carryin' you."

It was her turn to flinch. She looked away at his tone and nodded, not letting him see her eyes that time.

For a moment Peter was worried that he'd scared her. He knew Cletus's voice would scare him, but she looked back again, her eyes cheery once more and a smile on her lips. "Could you carry me and run that fast?"

That stalled his thought processes once more. Her smiles had that effect. He really needed to work on that. "I guess?" He replied uncertainly.

"We should try that sometime. I want to see what it's like to go that fast in someone's arms." There was a little teasing note to her voice.

Peter coughed, then tried to match her tone, but his voice choked a little, not quite as playful as hers. "Didn't you tell me you wanted to take it a little slow?"

She laughed again, patting his hand and said reassuringly. "A lady is allowed to change her mind."

This time neither of them flinched back. He had the hunger under control. He was sure.

"Is Manhattan going to count as a second date?" Peter asked, relaxing into the banter once more. It was just... so easy.

"Straight to the breaking and entering on the second date?" She grinned. "Nope, we're going to count this one as a do-over for the back-alley make-out spot."

He made a disappointed noise that just got her laughing once more.

- - -


	13. Chapter 13

- - -

In the end, despite MJ's playful insistence that he run down the freeway into Manhattan while carrying her, they had taken the subway in after a brief stop at the Watson house to drop off their purchases and for Peter to pick up his wallet. He was managing to keep himself from eating his phone every time he shifted, so he was reasonably sure he wasn't going to eat up his debit card or his bus pass.

They'd transferred to the bus and were standing on the block of Whelan's apartment within an hour. Peter had needed to keep his eyes closed for most of the ride in. The subway had been bad for him, but stepping out into the crisp, brisk air of Manhattan had been worse. So many scents and sounds. Too many to focus on individually. Not like back in their neighborhood where he could easily pick out individuals, here everything just washed out into a sea of humanity. A background hiss of overlapping heartbeats and scents that made it impossible for his senses to focus.

"Are you going to be okay?" MJ asked worriedly as he shuffled down out of the bus. She had to lead him by the arm.

"Sensory overload." He mumbled back. "Just too many... too much. It's a little overwhelming."

She gave a sardonic grin, "So... if you'd gone in by yourself, you probably wouldn't've gotten too far anyway?"

"No 'I told you, so's?" He whimpered. "Please?"

He groaned tried to pull his shirt up over his mouth and nose. It was a futile gesture, he realized. His sense of smell seemed to extend through his skin. No amount of holding his breath would seem to filter out the assault. He could sort of ignore the noise at least, when he tried. That one most people... normal people... could learn to do.

He hoped his sense of smell would shut down soon. If you kept them near a bad odor long enough, they stopped noticing it. His didn't quite manage it.

MJ continued to look at him in concern as she led him over to plop into a patio seat of a local coffeeshop. "Hold on."

She ducked into the shop and came back out a few minutes later with a hot paper cup of coffee. She held the fragrant beverage under his nose and he got the idea. It helped a little. Gave him something to focus on. The problem was that compared to the people smells, the single cup of coffee could barely hold his nose's attention.

"Is it helping?" She asked worriedly.

He shook his head, "Not enough. It's kind of..."

People smells. The coffee just didn't stand up against the concentrated smell of people all around him. He turned to look at MJ and she startled at the intensity of his gaze.

"What?"

"Um... sorry about this." He mumbled and leaned over to her, burying his face into the crook of her neck.

She froze. Every muscle in her body suddenly taut and he knew she was a bare inch away from screaming. He knew this, intellectually, but her scent enveloped him, washing out the rest of the scents in his immediate vicinity and he wallowed in it. He breathed in deep, holding his breath, holding the scent of her to him like a shield, keeping the rest of the city out.

It was just for a second. A fraction of a second and he immediately pulled his head back, his expression apologetic. Her expression, what he could see of it from under her hoodie was furious.

He felt dizzy. Heady from MJ's scent that wasn't exactly waffles and for a moment everything except MJ seemed to wash out a mono-chromatic haze.

"What. The. Hell." Technically it was a sentence. A question, but she spat each word out as a flat statement on it's own. Her hand had gripped the seat rest and it almost looked like she was ready to fling the cup of coffee into his face.

Part of him wondered just how his strange flesh would react to steaming hot coffee. Most of him didn't want to know.

It wasn't just anger in her face, Peter realized. She was hurt. Almost as though he'd betrayed her. He gulped nervously. "Sorry. Wasn't thinking straight... I..."

"I've heard that excuse before." She said coldly.

"No... I mean... I needed something to drown out the rest of the smells." He continued hurriedly, his words tripping over each other as he tried to explain. He hated that expression on her face. He wanted her smiling again.

She looked confused at that, then held up the coffee, "This didn't do it?"

He shook his head, "It's the people smells. It's not just scent in general, but my sense of smell seems to be most strongly triggered by scents coming from living things."

She spoke slowly, her expression growing less actively hostile, "So... you... nuzzled me to smell me." A smile was starting to break in on her expression.

He blushed hard. "Sorry. I... I was going to explain... except... I just..."

Her eyes glittered with amusement suddenly, "So... I really smell that good to you?"

"Good enough to eat." He quipped and regretted it.

She laughed, her eyes turning wicked once more. "Well, next time, if you need another whiff, let me know first."

"Um... will do." He said with a weak smile.

She leaned in and whispered into his ear, "I'm a cuddler you know, I'd probably even like it."

He blushed hard. _Cuddled with a lot of other folks before, has she?_ His voice drawled sarcastically. He quashed that thought hurriedly and swept his gaze around the street.

"Uh... so..." He said flailing once more.

She sat grinning at him as he got himself under control.

He took another deep breath to center himself. With her scent to focus on... he could sort of build the rest of the picture around her without overwhelming himself. He spoke awkwardly, "Um... so this actually gives us kind of a good vantage. We can probably figure out if his place is being watched from here, right?"

She nodded. "Nothing really obvious." She looked up and down the street. There were cars parked along the curb. Parking meters ticking away their time.

Peter looked up, "They could be in the building across the street." He suggested. "One quick way to check."

She gave him a hard look, "Are you going to try and sniff them out?"

"Um... yes?"

"Are you going to need to nuzzle my neck again if you do?" Her eyes glittered.

"Uh... I think I got the trick of it now." He replied with a weak smile. "Probably won't need to."

"But you might need to?" She was smiling at him again.

"Maybe?"

She inclined her head slightly. It reminded Peter a bit too much of how the victims in movies who'd been hypnotized by the vampire would offer up their throats. His eyes snapped to her throat and he had to lick suddenly dry lips as his eyes traced the graceful curve of it.

He'd just had his face buried in there a moment ago and it would've been so easy to just start running his to- He shuddered and fought that image down hard but he couldn't keep the blush from rising to his face.

That was another thing that really starting to bug him. He could control his heartbeat to some extent. Manipulate his body to make him look like other people... why couldn't he control his blushing? There was probably some ludicrous trick to it that he hadn't caught on to yet.

He turned away and nodded hurriedly. "Okay, okay... I have this." He closed his eyes and took a deep breath, focusing on trying to pick out certain specific scents. The men who'd be after them would be armed. Gunpowder was distinctive to his sense of smell even though it wasn't a 'living scent'. Danger smell, maybe. He breathed slowly, sorting through the scents, exploring his immediate vicinity by keeping his attention anchored on MJ, he used something akin to an olfactory version of peripheral vision to catch glimpses of what he was looking for. It kept him from drowning in Manhattan's sea of humanity.

It also yielded results much faster than he expected.

His eyes snapped open.

"Well?" She asked.

He inclined his head towards the street. "White panel van. Right across the street from Whelan's apartment. Hydra smells. Something in there is infected with it. I can also smell the plastic stuff of those hazmat suits. Someone's watching. Probably has a tracker with them." He sighed. "I get anywhere near that door it's probably going to catch my scent too."

"You don't think it's picked you up?" She glanced from him to the van then back.

He shook his head, "I think my senses are better." His expression turned worried as he glanced over to the van, "At least I hope they can't pick me up."

"Too bad you can't just lock on to their scent or something and then follow them back home when their shift is done." MJ said after a moment. Then she looked at him, "Or can you?"

"Um... no clue. I know for sure I can pick up Hydra infectees for sure if they're within about a hundred yards of me. At least, that's how far the Drago thing was before I picked up on it." He looked thoughtful, "You're right, though. I could just tail these guys back to wherever they came from."

"Except you'd have to wait til shift change..." She pointed out. "We have no idea when that is. Aunt Anna is going to kill me if we don't get home in time for dinner."

He nodded. "Yeah." He fished his phone out and took a few shots of the van. He shifted just enough to catch the van's license plate in the pictures. "Well, we were going to try and dig up some more stuff we can give to Detective Stacy, right? A license plate is something he can use."

She nodded.

He got to his feet and said, "We better get going before they noti-" He cursed as he felt a shift from the van. It bounced lightly on it's rear wheels for a moment, then the back of the van opened and out stepped a large, beefy man wearing a bright yellow windbreaker, jeans and a Yankees ball cap pulled low over his eyes. He smelled of powdered sugar, sour sweat and the hazmat uniforms. He smelled of gunpowder and danger.

Following him out was a smaller figure, black hoodie pulled low and keeping the face in shadows. Black jeans and work boots. Cletus' old uniform. Tracker. They had probably caught his scent. Damn.

Peter noted absently that there was some sort of collar ringing the tracker's neck. The T-bolt... the handler, held something that resembled a walkie-talkie. The windbreaker bulged in spots. Armed.

He rose to his feet and spoke sharply to her. "Go. Move. Get to the subway. Lose yourself in the crowds and head home."

"What are you... I'm staying with you, doofus." She replied just as sharply.

"They're going to be tracking my scent." He replied. "That tracker's picking up on me."

"And I've been with you all day." She shot back, grabbing his hand and pulling him roughly down the street. "I'm pretty sure there's enough of your scent on me for them to pick up on that. Now do you want to risk them going after me when you aren't around to protect me?"

Peter sighed and let her pull him. "Shouldn't we be running?"

She smiled at him, but it didn't show in her eyes. They were worried. "Don't run. Running calls attention. Right now, they may or may not have picked up on your scent. We don't know yet. We run and they will know for sure. Just move. Brisk pace. Look like you know where you're going."

They walked up the street, away from Ed Whelan's home, but the two figures shadowed them, pushing past the crowd. Peter glanced often in the store windows they passed, using the reflections to give him an idea of what was going on behind him. The small figure in the hoodie twitched and jerked its head often. It was trying to catch Peter's scent. The larger man in the wind-breaker kept touching his ear, but he quickly realized that the man was speaking to someone over a headset.

_Radio controls the collar. Keeps trackers from gettin'... rowdy._ Cletus' voice floated up to him. At the word 'rowdy' images of maimed bodies and blood-spattered crime-scenes presented themselves. Peter shuddered and fought down a tide of heat that suddenly shot up his spine.

"We're not losing them." MJ murmured to him, pressing herself closer. To anyone watching they probably looked like just a teenaged couple out on a stroll. Peter could tell there wasn't much urgency in the plain clothes T-bolt trooper's movements. He was just being thorough. The tracker had spotted something, so he had to check. Even if it was yet another false alarm. Except in this case it wouldn't be.

The crowds weren't any protection. Whatever scent it was the trackers locked on to, it cut through the human scents all around. Peter had a similarly strong lock on the tracker's carrion reek.

If they got close enough... if the tracker got a confirmed lock on Peter as the source, he was sure the man would be calling back up in. If Peter took the large man down, whoever was on the other end of that conversation was going to be calling for the backup. Peter wouldn't have been surprised if the man had a GPS transmitter on him.

He wondered idly how quickly they would be able to respond. He had to give them something to chase that wasn't him and MJ.

Sargeant Talbot had told Cletus that trackers had been going rogue.

There was a thought.

"Peter," MJ murmured, her voice tight with worry, "Not to worry you too much, but do you have any ideas on how to get us out of this?"

He nodded. He kept his senses open, looking around for a good spot. He noted an alley that they were about to pass by had what he needed.

He tugged her suddenly into the alley

"Hey!" She'd exclaimed. He gave her a serious look and he could see her chew on her lower lip for a moment then follow him.

Between all the cuddling they'd been doing while walking, it might certainly have looked like someone wanted to get off the street for a tiny bit of privacy... just long enough to do certain things.

He hoped it looked like that. Otherwise it might have looked like he was abducting MJ.

They walked briskly down the alleyway. It was a dead end, the back of another building closing it off. What Peter was looking for specifically were the trashcans. They were large, round plastic ones in dark green that had the heavy fitted lids of hard plastic.

He passed them by and gently, but firmly pushed MJ up against the alley wall and loomed over her. He wasn't too tall, but she was about an inch or so shorter than he was. One hand pressed into the wall above her shoulder. They wouldn't have been easily visible from the outside of the alley. The trashcans gave them some cover.

Her expression was nervous, but her eyes glittered. She deliberately ran her pink tongue across her lips. "Is this really the time for this?"

He leaned in close... very close. He was blushing hard, his heart was hammering. He was sure it was from the nervousness of the chase. Of what he was about to do. His heart was not doing that because he was so close to her.

Pretty sure, anyway.

He tried to keep his voice confident for her. Strong. Except his voice shook slightly, betraying his nerves. "Ha-hah. One of three things is going to happen really soon." He whispered to her urgently, leaning his hoodie almost overlapping with hers and looking to anyone from the outside as though they were in the middle of kissing.

He really did his best not to enjoy the idea too much. "Either they miss us ducking into here... then the tracker keeps going and we can get away..."

"Or?"

"Or it looks in here and its handler notices us looking like we're about to make out and decides to leave us alone."

He could feel more than see her teasing little grin, "Are we going to have to actually do it to make it more realistic?" The grin was shaky. She was as nervous as he was.

"Or the third possibility happens." He said, his voice taking on a slight edge as he felt the tracker and his handler enter the alley.

"What's the third possibility?" She whispered harshly.

"The one where you need to duck." He said with sudden emphasis.

The two figures had completely entered the alley now, they weren't easily visible from the street.

Just perfect for Peter's purposes.

He pulled his hand down from the wall and onto MJ's shoulder, gently guiding her down so that the trashcans kept her from being easily visible. His other hand reached down, as though to reach for the belt on his pants.

A move that also made it look like they were about to do other things to an outside observer.

Just the sort of distracting thing that makes for a perfect ambush.

The tracker gave an animal sound, a snarling, inhuman noise that could have been a warning... or it could have been anything at all.

That just helped divert the man's attention further. It glanced from them to the tracker and Peter's entire body blurred as he moved. He felt a haze begin to settle around him. The same one that had hit him in every fight he'd been in so far.

Hunger. Anger. A thought rose up hard and hot to the forefront of his mind. _How dare they hunt him?_

He snatched up a trashcan lid, trusting to his recently developed perfect coordination and threw it at the man's face with all of his strength.

The hard plastic lid sailed through the air like an oversized frisbee, smashing into the bridge of the man's nose. Peter saw a gout of blood obscure the man's face as he fell back with a scream.

Peter was already moving before the man had even fallen all the way down. His body shifted to Cletus' form, the blank tumor face under the hoodie twisted into his closest equivalent of a snarl.

The tracker leaped at him. It's face was also a mass of disgusting tumors stretching the skin taut. A close enough match to Cletus's face for it to work, he hoped. The tracker's needle sharp teeth snapped, trying to catch at him, it's arms extended fingers tipped with hard sharpened nails trying to rake at him.

Peter backhanded the tracker while they were both in mid-leap. The tracker caught his fist on it's shoulder and slammed into the alley wall, where it bounced, falling down on all fours. Dazed.

Peter's landed atop the T-bolt trooper. The man had lost the little radio control just as Peter had hoped. The man was still barely conscious. Obviously in a lot of pain, but his eyes shot open as he felt Peter's weight settle on his chest.

Peter leaned in close, snarling loudly into the man's face, hard enough to spatter spittle on the man's face blood soaked face. Blood flowed freely from his now crooked nose and Peter could tell he'd probably broken it. He let the man get a good long look at Cletus' tumor face, through the blood and the tears and the haze of pain, leaning in close enough to keep him from seeing the other tracker. Peter hoped it was long enough for him to think his tracker had turned on him, before slamming his fist into the man's jaw, knocking him out.

He grinned fiercely. That didn't go so badly.

MJ screamed suddenly and he turned. As it turned out, while he had been congratulating himself, the now recovered tracker had decided to leap on him. Its clawed fingers grabbing hold of his chest. Sharpened nails dug into his flesh, piercing through his pseudo-clothes and latching on to the meat of his pectorals. He roared a wordless cry of pain as blood began to flow. That moment of distraction was enough for the tracker to use it's hold on him to slam him hard into the ground, pinning him in place.

He met gazes and it felt the same as the vulture. There was nothing behind those glowing red eyes. It might have been human once, but it wasn't any longer. Unlike the Drago though, the tracker wasn't a wild animal. It was a domesticated one. It had a collar. It may even have felt that it was defending it's master, but at the end of the day, they were animal reactions. Not human ones. Peter had to wonder how Cletus had managed to stay sane through his transformation.

_Was he sane to begin with?_ His voice drawled back. _Cletus was already an animal._

Cletus' voice floated up, _I should probably resent that._

Peter blinked and forced himself to concentrate on the matter at hand. The tracker hissed into his face, then pulled it's free hand back to rake at his throat. Peter just barely managed to bring his forearm up, slamming it into the tracker's wrist, barely keeping the claws from striking.

With his other hand, he struck upward, just a straight punch, right into the tracker's almost non-existent chin, sending it flying off of him and tearing its claws free of his chest. They both rolled to their feet almost at the same time. That was when Peter noticed his mistake.

He was near the entrance to the alley.

He'd just sent the tracker towards the end of it.

Where MJ was.

MJ was cowering behind trash cans. Her eyes were wide and terrified and she was looking right at Peter. Pleading. Begging him to make it stop. She was trying to curl herself up as small as she could.

Peter's heart practically stopped. He licked his lips, hoping against all hope that this thing would keep it's attention on him. He could feel hot, sticky blood dripping down his chest, the ringing in his head from having been slammed to the ground. Why hadn't Cletus been this hard?

The tracker twitched its head towards MJ causing her to scream. Sharp and piercing. Peter could tell immediately what the tracker's limited animal intelligence was telling it. Easier prey.

The tracker was turning it's attention fully towards her when Peter exploded forward, roaring "NO!" It was his fault MJ was here. His fault she was in danger. He promised he'd protect her. He'd promised! It was his responsibility to make sure she didn't get hurt.

His terrified leap had been so strong that he'd overshot his mark, forcing him to flip in mid-air as his feet somehow found purchase on the wall above MJ's head.

He'd beaten it to her and now he was going to make sure she was safe. He caught it in the midst of it's own lunge towards her. snatching the tracker up in his arms before even it's spit could touch MJ.

He was angry. Terrified. His heart was hammering and this thing... this THING had just tried to take from him. He welcomed the sensations as his body unfolded, petals of flesh unraveling, tendrils drilling into the hissing and squirming tracker as he absorbed it into his body.

Consumed it.

Ate it.

It happened almost faster than he could perceive it happening, but he felt it's strength and it's mass enter his body. His wounds closed and even the blood was reabsorbed into his body. The red haze had surrounded him he noticed and also noticed that he was still in Cletus's tracker form.

There were flashes in his mind. Scenes, places... there were dozens. No words, no explanation, no sense of identity either. Just... memories of where she'd been. She. The tracker had been a woman he realized with a start. The outfit she had worn and her face had rendered her completely androgynous.

When he finally came to himself, he found himself staring down at MJ. She had stopped screaming sometime during his... meal... and was simple staring up at him. Her face was ashen.

A single speck of blood had landed on her cheek.

He shifted to his own form with almost casual ease and realized that somehow he was able to assume his proper size despite having absorbed another hundred and fifty some-odd pounds of mass. He didn't even feel that weight, even as he felt the mass. Which was a very strange sensation indeed.

He was also standing on the wall almost vertically and looking down at her. That felt really strange. The weight that he did feel was oriented towards the wall.

He looked into MJ's round, horrified eyes and realized, this was probably it.

She'd finally seen what kind of a monster he was. He'd... eaten something else. Someone else. Nevermind that it's mind had become that of an animal. It had been a person. She had been a person. And now, MJ had seen him do it. Seen him kill something else, right in front of her.

It had been one thing to tell her these things. One thing to show her bits and pieces. Now she'd just watched him tear apart the tracker and consume everything. Well... almost everything. He noticed belatedly that there were bits of metal around them. The collar was on the ground. A belt buckle. The buttons, rivets and zipper from her jeans.

Leftovers of his meal. The picked over inedible bones of it.

He'd had to do it. He'd brought her here. He'd had to keep her safe. That was that. If she hated him... or was terrified of him now, then so be it.

_Then we eat her so she can't tattle,_ Cletus's voice rose up.

Unable to take the silence any longer, Peter licked his lips and finally asked quietly, "Are you okay?"

She blinked at his question, as though she hadn't expected it. As though she had expected to be next, Peter told himself.

She got back to her feet, shakily, one hand holding on to the trashcan with no lid to help her up, never taking her eyes off of him. She chewed her lower lip for a moment as the color began to return to her face, then motioned sharply downwards at him.

He wasn't sure exactly how, but one moment 'down' was towards the wall. The next, it was towards the ground. He got his feet under him and she surged towards him, running her hands all over his unmarked chest, "Am I okay? Are you okay? I thought it killed you!"

He swallowed hard, savoring the warmth of her fingers against him. Breathing her scent in like a lifeline to banish the carrion stink of the tracker. "I'm... I'm fine. We should get out of here though. His backup is probably going to arrive at any minute."

She glanced to the unconscious man near the opening of the alley. The man's noisy, gurgling breathing confirming that he was, in fact, still alive.

She asked shakily, "Are you going to leave him-?" She let the question trail off.

He nodded. "All he saw was a tracker attacking him. I think he'll report that his tracker went rogue. That'll keep them off our trail."

She nodded and they began to walk out of the alley. As they were about to pass the man by she chewed on her lower lip and stopped.

"What?" He asked.

"Hold on." She knelt down next to him and began rifling the man's pockets.

"Hey!" Peter said in surprise.

She looked up sharply and said, "He might have something. Some... clue." She pulled a gun from the man's coat. MJ's eyes glittered, not with amusement this time but with something he couldn't quite identify. She put the gun into an inside pocket of her hoodie and pulled out the man's wallet as well as a set of keys and what looked like a cellphone that was paired to the headset he was wearing hidden under his cap. "That's it."

"You're keeping the gun?" Peter asked worriedly as she also tucked the man's keys and wallet away.

MJ swallowed and turned to him with a hard expression. "Hanging around you is kind of dangerous."

The cellphone she dropped and then stomped down hard on, shattering the cheap plastic.

He winced, looking down, "Sorry. If you want to stop and just say ho-"

She smacked him in the shoulder, "No, doofus. I'm not saying that." She huffed and her indignation drained out of her, leaving her looking very small and scared, "I'm just... I mean I can't wire-fu like you can. I need some kind of protection if we're going to keep doing this kind of thing, right?"

He nodded slowly, "I guess. So... um... you aren't... scared of me?"

She gave him a sunny smile and it was like a light switch had been flicked on. All her earlier fear, all the anger at her helplessness had suddenly just... vanished. Peter blinked and if he hadn't seen it happen would not have believed it was possible.

"Of course, not." She said lightly then chewed on her lower lip, eying him as they breezed out of the alley and began to mingle with the crowds.

"What?" He asked after a minute, not sure what to make of the thoughtful expression on her face.

She snuggled up against his arm and smiled. "You really did it. You protected me."

He nodded jerkily. "It was my fault you were in danger in the first place."

As they walked to the subway and hopefully back to Queens, she stayed pressed into his side, a warm, comforting presence.

- - -


	14. Chapter 14

- - -

MJ hadn't wanted to let go of him the whole subway ride back to Queens. Every so often, her hand would reach up to press against his chest where the tracker had injured him. When she caught herself doing it, she'd hurriedly pull her hand away and push it back down to her lap. He'd catch her looking away from him as she did, but he also noted that she didn't let go either.

He murmured to her, "I'm fine, you know. It's all healed up."

She nodded quietly. "I know that. It was still kind of..." She paused, looking for the right word, "... intense."

He nodded.

"You should call that detective." She said. "You can even add in now that Ed Whelan's place is also being watched."

He fished her pre-paid cellphone out of his pocket and waggled it. "No signal down here. And Detective Stacy's precinct is in Queens, not Manhattan. I'm not really sure how that works, but I don't think the cops in Manhattan are going to appreciate him stomping on their turf."

MJ snorted, "That thing could have killed you." She added in a quiet monotone, "Almost killed me. These people have... things... like that with them to track down people like you, right? Or people that got turned into things like the vulture thing?"

Peter nodded, "I guess so. I wish we had more to go on." He glanced out the window, which was useless, since all that showed was dark tunnel. He looked back to her. "What about that guy's wallet?"

She nodded and pulled it out of her pocket. She opened the billfold. "About eighty bucks in cash here." She replied with a grin. "Score."

His face was disapproving, but he didn't comment on the money. That had felt a little too much like being a mugger. "Any ID?"

MJ rifled through the wallet and began pulling various cards out, then handing them to Peter.

The man's debit card had been issued by a small bank and wasn't really important. It could be used to track them if they tried to use it, so he tucked that away intending to destroy it the first chance he got.

There was a Toys 'R' Us gift card in there. It had a little post-it note on it with amounts written in a cramped, meticulous hand which were crossed out and a smaller amount written beneath. If he read it right, there was probably $3 left on the card.

A grocery discount card. This one looked like it had been issued in New York.

There was a New Mexico driver's license for a Theodore Anderson and the photo of the bull-necked man in his mid-twenties looked a lot like the man whose nose Peter had just broken. He noted that the man was an organ donor and the license had only been issued a year ago. It was the address that caught his attention and he spoke it out loud, "Thunderbolt Mountain."

MJ looked at him, "What was that?"

"The people in the hazmat uniforms. When I was playing dead I overheard them talking about having come from the 'Mountain' and they were only in New York for some sort of duty rotation." He waved the driver's license at her, "They called themselves 'T-bolts'. Thunderbolts. from Thunderbolt Mountain, New Mexico."

She nodded, "Okay, that's another angle to look into." She flashed him a small grin. She sobered and snuggled against him once more. "You have to admit, our little Manhattan trip was a bit of a bust."

Peter did so admit to this, but he didn't want to make the admission out loud. He replied, "Well, we made eighty dollars?"

She laughed. Just a little, but it was a laugh. She eyed him for a moment then added, "And you got a good meal out of it."

He flinched, but her arm tightened on his and she met his gaze fiercely. "I watched you do it." She said firmly, "I'm allowed to joke about it, so I don't freak out about it, okay?"

He nodded slowly.

"I thought you needed to throw up the excess mass after eating something that big or you wouldn't be able to get back to your normal size?" She asked after a minute. "Or did I miss something?"

He shook his head, "No clue. I mean I can feel all that excess mass still in me, somewhere." He gestured down, "By all rights, I should be too heavy for this seat, but while I've got all the excess mass... I don't seem to have the excess weight."

"Is it like the vulture thing? The anti-gravity thing you told me about?"

He shrugged, "At this point, your guess is as good as mine." He held a hand up, "Every time I activate that red haze though, I tend to lose a lot of mass very quickly. I think it eats up the mass for energy. I've got no haze and the extra weight's just... not there. Then again, I was standing on that wall and it felt like I was just standing on the ground normally."

"What does that mean?"

"Again... not enough information." He sighed, "I'm guessing... guessing mind you... that the red haze doesn't actually negate gravity. Maybe it adjusts how my mass interacts with a gravitic field. Maybe it redirects gravity." He rubbed his eyes, "I'm going to need a lot more instrumentation to even begin to figure out how to test that. It should be completely impossible."

She smiled and touched the end of his nose, "You'll figure it out. You're good with numbers."

He nodded and returned her smile, much more at ease.

"We should feed you more stuff to see what happens." She said, grinning at him. "See what happens to the weight."

"What? Take me down to the meat packing district and run off with a side of beef or something?" He looked at her incredulously.

"Well you seem to be able to eat plastic too, right?"

He nodded, "Anything with long chain hydrocarbons seems to be fair game. It's just metals I can't do much with."

Her eyes glittered, "What would happen if you started chowing down on soda bottles?"

He wondered if she were messing with him then shrugged, "I have no clue. I guess I could stick my hand into a recycling bin and see what happens."

She accepted this with a nod, but tightened her grip on his arm. "What do you turn into now?"

"What?"

"The... the tracker you just consumed? I know you can turn into the unmutated form, since you could do it with Cletus... can you show me what it-"

"She. The tracker was a woman."

MJ's lips curled into a smile. "Really? Okay, now you have to show me."

"Her name was..." He racked the few memories he'd picked up "Diego? Donnie? Donna? Something like that."

"I thought you said she wasn't a person anymore? More like an animal?" MJ asked carefully.

"She had memories. She wasn't... aware of herself as herself, but she could remember commands. She could remember what people called her, even if she didn't know herself." He shuddered, "This Hydra thing is horrible. I don't know why it didn't do it to me... or why Cletus didn't entirely lose himself entirely, but even he had some loss of mental ability after he was changed. The drago and poor Donna just... nothing was left."

"You got lucky." MJ offered. "Or... you're so smart, it already did take some of it away, but you didn't realize cause you are that smart."

He gave her a small smile. "I almost hope that's the case." He added a thought he'd been carefully avoiding. "Or maybe it just takes longer. I could turn into something like them at any time."

MJ shook her head and clung tighter to his arm. "No, Tiger. No. You won't. You're a good person. That won't happen to you."

"Bad things can happen to good people too." Peter replied quietly, thinking of Uncle Ben.

MJ forced a smile back on her features, "Okay... this is getting sad and morbid and you haven't shown me what your new girl face looks like. I want to see."

Peter let her chide him out of his incipient gloomy mood, then swept his eyes across the subway car they were in. It did not appear as though anyone were watching. "You're going to have to let go for a bit." He murmured to her.

"Why?" MJ asked playfully. "I like snuggling with you. You're very snuggly."

He swallowed nervously, his face burned as he felt her breasts against his arm. He'd managed to avoid thinking about those for a whole five minutes, but every time she hugged him. That just felt too nice. "Tendrils." He said in reply.

"Hmm?"

"Remember when I change? All those tendrils start flexing and flailing around?"

"Yes?" Her smile was challenging and wicked. Peter wondered briefly what she was thinking about.

"The ones I use to feed with?" He continued.

"Oh. And I happen to be delicious?" She whispered into his ear.

His face blushed hard once more and he managed to choke out, "Very."

"Okay, fine." She released his arm and leaned well away from him, her eyes glittering, "Proceed."

His body blurred, shrinking down slightly. Donna the tracker had been a petite woman. Almost MJ's size. The shapeless hoodie had been hiding a slender, toned figure beneath it. Peter glanced to the glass and it threw back a reflection of a tomboyishly pretty woman with a square jaw, sharp cheekbones. The eyes were a washed out blue-gray and the hair was a pageboy cap of auburn.

"Satisfied?" Peter asked, his... her? Voice was now a smoky alto.

MJ grinned looking into the transformed Peter's eyes, "So... here's what I've been wondering about. Does everything change?"

"What do you-?" Peter began to ask, but MJ had leaned in and was pressing her breasts against her arm once more.

"I mean everything." She flicked her eyes down to Peter's lap.

"I don't know!" Peter replied, her voice high and panicky.

"I can check for you." MJ grined, eyes glittering. "It'd be no trouble."

"No! No, thank you!" Peter replied,

MJ held a hand up, wiggling her fingers suggestively, "It's no trouble. It's not a big deal if it's two girls, right?"

Peter shoved her own hand into her lap protectively. "Um... yeah. It's gone." There was a pause as that sank in for her. "Completely gone."

"This is so cool." MJ remarked.

"The weird part? I think I should be a bit more freaked out about... um... " He glanced down.

"Well you can get it back, right?" MJ said casually. Almost too casually.

Peter frowned for a moment. "Um... let go, please. I'm changing back."

MJ leaned away and Peter blurred back to normal. He gave MJ a single fearful glance and pushed his hand into his lap once more. Then sighed in relief.

MJ laughed and snuggled back into his side.

- - -

When they got back to Forrest Hills it was already four in the afternoon.

"Call now." She said firmly as they walked to the Watson home.

He shrugged, pulling the prepaid phone back out and in between strides shifted from himself to Ed Whelan. He dialed George Stacy's number.

"Hello, Detective Stacy."

Peter had never spoken as Ed Whelan. His voice came out, high and with a slightly nasal whine to it. Almost exactly as he expected the man to sound. "Detective Stacy. My name is Ed Whelan. I'm calling you about the Ben Parker case."

He could almost hear the suspicion tightening the policeman's voice. "There is no Ben Parker case, Mr. Whelan. It's closed. I would like to know what this is regarding."

"The two men who were alleged to have done it? It wasn't them." Peter let his voice drop.

"How would you know that, Mr. Whelan?" Skepticism heavy in the reply.

"I don't know their full names." Peter as Ed spoke, "I overheard the killers call each other Smith and Jones. They had a third man with them. In a hoodie. The other two called him Cletus."

There was a long pause from Stacy before he replied. "These are rather bold claims, Mr. Whelan." The man's voice had stopped being cynical. Now he was suspicious once more.

"I know because those men were chasing me, Detective Stacy." He replied. "I cut across the Parker's back yard. I had no clue they would do that."

"Why would they have been chasing you, sir?" The skepticism was gone from his tone. All that was left was honest curiosity.

"I'm a nurse. I work for Metrocare." Peter replied crisply. "The men were with Gentek security. I'm not sure why they were after me, but there's men working with them watching my apartment. I caught sight of some of those men in a white panel van in front of my place." He rattled off the license plate number. "I saw the Parker kid break the arm on Mr. Smith. Maybe broke his jaw too. Check for that."

"How did you-?" George began to ask, but Peter cut him off.

"I don't think I was the only one they were chasing. What happened at the Sandoval Deli is related. There are at least a dozen other disappearances from that night. One of them is a little blonde girl. Around either years old. I didn't see her eye color, but they killed her as well."

"This is a lot to take in, Mr. Whelan. Why are you only bringing this info to us now?" George asked, the suspcion clamoring in his voice once more.

"I only managed to stop running long enough to call now!" Peter snapped testily. Acting like the man did seem easier when he wore the man's face. "I don't know why they're after me either, but I need someone to look into this!"

"How did you know I was even on this investigation Mr. Whelan?" The Detective still did not seem convinced. Peter wracked his brain for some sort of reply and looked to MJ who shrugged helplessly.

Not sure what else to do Peter spoke into the phone, "They found m-" Then he hung up and shifted to himself, "That sucked. I don't think he bought it."

MJ shook her head, "No, no... that's fine." She gave him a sunny smile, "Here I was thinking you didn't know how to lie."

He shrugged, "Mostly, I wasn't lying. That made it easy,"

MJ nodded, "Alright. Let him look into it for a few days. You said you wanted to look into what Thunderbolt Mountain was?"

"Whoever these guys in the beekeeper outfits are, that's where they're from." Peter shrugged. They had to take a detour on the other side of the street to avoid the remains of the Sandoval deli. The faint carrion reek from the van that had contained the corpses still seemed to linger in the air even a day later. If he really concentrated, he could even pick out the plasticky undertones of their uniforms and the scent of gunpowder. But the Hydra scent was cloying now, despite having MJ next to him.

Peter frowned. "Oh god."

"What?" MJ asked.

He closed his eyes once more, taking a deep breath as he turned first one way, then another. He could differentiate where it had gotten stronger. "I'm an idiot." He groaned.

"You really need to ease up on yourself, Tiger." She murmured, giving his hand a small squeeze. "What did you just figure out?" She asked.

"You remember how we were talking about me tracking that van down by following it's scent?"

"Yes?"

"Remember I told you there were bags of dead infected in one of the vans that was here?"

Her eyes widened as she caught on. "Dead infected that you can still smell?"

"The van's left a trail starting from here." He pointed to the deli and shook his head at his own stupidity, "I could've just followed this straight to them!"

"You still can." MJ pointed out.

He nodded, "Right. I don't think this trail's going to fade out for a while..."

She put a hand on his shoulder and pushed him further up the quiet street, "Then you and I are going back to Aunt Anna's house and we're going to relax a little until dinner."

"But I cou-"

She glared at him. "That scent trail's been there for over a day already. You don't think it'll fade a lot more, so it can wait. We're going to make sure our aunts are happy first, then we'll follow up this lead. We can sneak out after they go to bed."

He looked back along the path the scent trail went which was more or less towards the freeway.

Peter looked at her, "Are you sure you want to come along with me on this?" He asked carefully. "This is probably going straight to wherever it is they're operating from in Manhattan. A bunch of armed guys and maybe more trackers or who else knows what they have."

She chewed on her lower lip and considered that. She shoved her hand into her pocket and he knew that she was caressing the gun hidden there. He really didn't like that she had the thing. He liked even less the idea that she would be unarmed. Until just the other day, he would have believed Forrest Hills was safe. Not so much anymore... but he figured it was still safer than going to the Thunderbolts Base. Or the heart of Gentek. Whichever one he actually ended up at.

There was obviously some connection there.

As he thought over his options, so did MJ. She looked up into his eyes and said quietly. "I think I should stay with Aunt May and Aunt Anna and make sure they're safe. I can probably also cover for you if they notice you're gone."

He smiled a little, "What would you tell them?"

She grinned wickedly, "Tell them you're in my room and that I wore you out."

He blushed as that image rose in his mind. "Oh great... so then they'll kill me in the morning?"

She waved a hand dismissively, "Okay, okay, maybe that option's got too many problems. Don't worry about it, I'll think of something."

He nodded. "So... I'll look up references to Thunderbolt Mountain til dinner time. Then..."

"Then," She interrupted gently, "You should do something with your aunt. Or maybe all four of us can play a board game or something. Or watch TV. I think it'd help her. Just... something social. Aunt Anna was telling me she was getting worried about her."

Peter stared for a moment. He was kicking himself mentally. All the changes and his investigations into Uncle Ben's death had been his way of coping. He hadn't considered... or at least... not very well, how his aunt had been coping. He really hadn't known what to do for her. Then here was MJ, a relative stranger, who had a plan to help.

It made him burn with shame. He was glad someone was good at dealing with people, because he certainly wasn't. He nodded, "Aunt May and your Aunt used to play bridge with me and Uncle Ben some weekends. I don't know. Maybe she might like that."

"That needs four people and I don't know how to play." MJ eyed him suspiciously, "And isn't there some sort of card counting involved in bridge, Mister-I'm-good-with-numbers?"

He grinned teasingly, "Don't worry. I'll be gentle."

- - -


	15. Chapter 15

In the end it had been Monopoly. Peter didn't even really get much of a chance to sit down and do the research he wanted as MJ had pushed him into the kitchen to help his Aunt with dinner preparation.

Then promptly chased him back out when it became clear that he was completely useless in the kitchen.

After dinner, they had sat around the living room. Anna had brought out a dusty old set of Monopoly and they'd played.

Aunt May had been a straightforward player. Land somewhere, buy the property, pass the dice. MJ took a vicious delight in charging people rent whenever they landed on her property and was known to snicker nastily whenever someone got charged a large amount. Anna on the other hand had been extremely distracting to Peter to deal with across a Monopoly board.

First of all, Anna was the sort of Monopoly player who would initiate complex deals and trades that he would swear were specifically designed to confuse people. Things like offering to three free landings on some of her properties in exchange for one free landing on the property that she'd just ended up on. Worse she could keep all of them straight in her head and would absolutely hold everyone to the letter of whatever strange deal she'd concocted. Peter had been the only one to actually manage to keep up with her strange financial manipulations, but the second and third items made it very hard... difficult. He meant difficult.

Second was that Anna Watson was wearing a loose, scoop-necked blouse that displayed a generous amount of cleavage. Made worse by the fact that since she was sitting on the couch. The low coffee table that the Monopoly board was on obliged her to bend over quite a bit to grab the dice... or move the tokens... or grab money from the bank. Every such instance was marked by Peter's roaming eyes doing their best not to focus on her. Or more specifically, certain spots on her that were revealed by the motion. Especially since he was sitting on the floor across from her.

He did not want to know or at least advertise that he was aware that she was wearing a beige bra. Something practical and solid, designed to give a woman of her assets some necessary support. It wasn't in any way lacy or overtly sexy... but it was extremely distracting for Peter.

The third item, was that this was the first chance Peter had to actually watch Anna and MJ interact in a social setting. Anna clearly doted on MJ and MJ loved her Aunt very much. Which was all well and good, except Anna was as physically demonstrative of affection as MJ was. So there was a lot of hugging on good rolls, a lot of shoulder slapping, hair ruffling, cheek-kissing and the occasional bit of snuggling. Peter could almost swear that MJ was escalating the little affectionate displays. She wasn't really doing anything too obvious, at least nothing Aunt May or Aunt Anna had caught on to, but Peter had seen that amused glitter in her eyes whenever Peter met her gaze.

Which happened a lot, since looking into her eyes was safer than looking anywhere else. He was just glad he'd been sitting with his folded legs under the coffee table. Where no one could see anything.

MJ had forgone the hoodie and the yellow bruises were still clear on her cheek. They were healing and maybe in a few more days would be entirely gone. The cut on her lip had scabbed over again since last night. Peter had tried very hard not to think about how she'd gotten them. He hoped she would tell him. Maybe he could do something about that. He wasn't doing much good with anything else.

When they'd wrapped up the evening, with Anna, unsurprisingly enough, having won, Aunt May had told Peter that Uncle Ben's funeral would be tomorrow.

That had been a kick to the gut for Peter and he'd marched into the den and numbly tucked himself in.

He lay there thinking. Breathing slowly while waiting for Aunt May and Anna to fall asleep. It had been just barely two days since everything had changed. He'd been selfish. He should have been worrying more about Aunt May, but with what had happened to him, it had been so... easy to just concentrate on what had happened to him. To just dig and search and piece things together and that way he wouldn't think about Uncle Ben.

Except he couldn't. The man who'd raised him for the last five years was gone and tomorrow they would be putting him in the ground. It would be good-bye. Then life would have to continue.

He didn't know how Aunt May would cope. She seemed to be... she'd enjoyed herself. Laughed along with them as they played, but every so often, she would get quiet. And tense. And taut. She'd draw herself tight, like a guitar string about to snap, but then Anna would say something, or do something and his Aunt would relax.

If Anna Watson hadn't been there, he really had no idea how Aunt May would have coped. MJ had done a great job in distracting him, he knew. She was... very distracting.

_Which was another of those questions that you haven't been asking yourself,_ his voice suddenly piped up in his head. _Why is she not freaked out by you? Why is she helping you? Why does she seem to be perfectly okay with cuddling you and touching you when you two only just met last night? Especially when she's seen what you can do? That has to make you think that maybe she's used to doing that kind of thing._

There was the mental equivalent of an embarrassed cough as an unfortunate mental image rose up from his subconscious. _Not the tentacle thing, of course. The cuddling thing. You've seen enough TV to make a reasoned deduction about what happened to her._

A stubborn part of himself had to ask, then why was she flirting with him so much?

_Cause you're protection, doofus._ Her voice popped into his head suddenly. _You're her Tiger. The biggest, baddest predator around and you promised to protect her, didn't you?_

He didn't want to be a predator... and was she using him? Or was it just... he shook his head. He had more important things to worry about than a girl he was rapidly developing an attachment towards was trying to make him her personal body guard. Hell, he wasn't even sure he minded.

He had Gentek Security. He had the Thunderbolts. He had Hydra. He had questions.

Not enough answers.

Never enough answers.

He kicked the sheets off and caught his foot beginning to blur into tendrils with clear intent on absorbing the blanket and stared it down. Which was an odd thing to be doing, staring down his own feet. They settled back to normal with an almost embarrassed wriggling of tendrils. Control.

He sat up and stared at his hands. That was the thing. He barely knew his own capabilities. The bare handful of fights that he'd gotten into over the years mostly involved him getting his face pounded into the ground. Now, he was getting hurt, but he was certainly holding his own.

He was planning on trying to manage that sort of thing against however much security would be waiting for him at the end of the trail. He wasn't looking forward to it.

Maybe he had to reevaluate the whole trip tonight. He remembered Aunt May's face when she thought he'd put himself into danger. _She can't stand the thought of losing you too,_his voice drawled to him.

But he needed answers. He needed to know what had happened to him. Why Uncle Ben had to die. He had to.

He walked to the PC and booted it up, pulling up the research he needed in hopes of distracting himself until it was time. He could still hear the occasional thumping above him of bare feet padding across carpeted floors. Three heartbeats, all active and mostly awake, although Aunt May's was beginning to settle down. Anna... was taking a shower. He immediately did his best to focus on the computer and ignore what was happening right above him.

Then he glanced up again and wondered what the odds would be of him spontaneously developing X-ray vision were. His face burned both out of arousal and shame. Then another thought popped into his head, delivered in Cletus's reedy drawl, complete with leer, _Y'know MJ's gonna be in that shower next after Anna's done_.

He grit his teeth and considered the possible benefits of an ice-cold shower.

To distract himself he began typing in search parameters furiously.

Thunderbolt Mountain was actually the name of a joint Army/Air-force base located on the Colorado Plateau in New Mexico. The name referred not just to the base, but to the town that had grown up around it. The base itself had opened in 1965 and was pretty much in the middle of nowhere. Some more searching only turned up a single passing reference to the place being the home to something called the First Biohazard Threat Unit which had been based out of Fort Detrick, Maryland up until Thunderbolt Mountain was established.

Peter leaned back in his chair at that. Fort Detrick was the center of the US's biological weapons programs from 1943 until 1969. That was the place where they'd allegedly developed Captain America during World War II. Peter remembered those old black and white wartime serials Uncle Ben had shown him. The man had a cheesy costume inspired by the American flag and a shield of all things. Of course he hadn't been anything more than a USO publicity gimmick, but the origin story for him that had flashed as part of the newsreel claimed he'd come out of the research from Fort Detrick.

The actual construction of Thunderbolt Mountain had begun in 1962, though. He began combing through possible references to those time frames and found a few... interesting items.

The first one that caught his eye was an outbreak of something that resembled mumps, but had a much shorter incubation period that had devastated the small town of Littleville in upstate New York in 1961. Troops from Fort Detrick had been present to help keep order. There had been a few dozen fatalities and a number of conspiracy websites claimed that the Littleville Fever had been caused by something that had gotten lose from Fort Detrick. The same sites also claimed that a few of those who had succumbed to Littleville Fever had been somehow twisted or mutated beyond recognition. Hydra, Peter was certain. Perhaps that was what had convinced the powers that be to move to middle of nowhere in New Mexico.

Except maybe it hadn't been far enough.

Middletown, Arizona, a town that was about two hundred miles away from Thunderbolt Mountain and the closest town to the base at the time of the incident, was destroyed by a massive fire that killed almost the entire population of the town in 1964. There hadn't been any details, but there was just something very... off... about how the incident had been reported. The item that had caught his attention had actually been the fact that Middletown had been housing personnel who were meant to be relocated to Thunderbolt Mountain when the construction was completed.

Peter clicked open a scan of a faded photo of three men looking at the camera, all were wearing lab coats. The title under the picture named them, Henry Pym, a blonde man with a lantern jaw and thick, heavy-set shoulders. Bruce Banner, a slight man with a messy thatch of brown hair and over-sized coke-bottle glasses, he looked at the camera awkwardly, as though he didn't want to get his picture taken... Peter felt an absurd moment of kinship with the man. The third was Johnathan Drew, a hefty, sad-faced man with dark hair who had one hand on the desk behind them. There was something familiar about the image, but Peter couldn't quite put his finger on it.

That had all been interesting, he told himself as he transferred the information to his phone. Not that any of it really gave him more info... except possibly that the Thunderbolts were called in when a Hydra outbreak occurred. It also seemed likely that they covered the incidents up.

Now it was in Manhattan. But that still left the question of how Gentek fit in. And why Ed Whelan had run. Well... hopefully he could find more answers tonight.

He was almost, but not entirely startled to find MJ's scent approaching him from behind. She had a well-scrubbed, clean smell to her. The lilacs from Anna's shampoo twining with her own natural fragrance. He glanced over his shoulder and she smiled at him and waved.

She was back in the white t-shirt she'd worn last night and the probably those little red shorts that refused to show unless she was sitting down.

"Ready?" She asked in a low tone.

He rose from the seat and shifted to his tracker wear. Black hoodie, black jeans and heavy workboots. He could understand why they wore it. It was practical and it blended well in the dark. "As I'll ever be. I'll hurry back once I've found what I can."

She pressed the pre-paid phone into his hand. "I've programmed my number on that so you can call me if you need me."

He nodded. "Uh... how am I going to get back? Should I call you and have you open the door for me? Or do we just leave the front door unlocked?"

"Well, I could leave my window open and you could sneak in that way." She winked. He blushed slightly, but with the hood up she probably couldn't tell. Probably.

"I guess that would work, but we'll still risk murder by both of our aunts."

"Well, actually, I had an idea. You can build metal things up in bone once you've absorbed it right?"

"Pretty much, yes." He replied, curious as to where she intended to go with this.

"Here." She held up a house key. "This is Aunt Anna's. Eat it, then spit it out. I think you should be able to make a duplicate."

He blinked in surprise at the idea and held his hand out. She put the key on it and a mass of tendrils briefly ran over the key. He wiped it on his sleeve then handed it back to her.

"Well?"

He held a hand up folding his fingers naturally into a position of someone holding a key and tendrils writhed, leaving him... holding a key. She eyed it critically and compared it to the one she had. "Perfect." She beamed at him. "Man, I wish I'd known you in freshman year."

"What happened freshman year?" Peter asked without thinking.

She waved a hand dismissively, "Needed to make copies of our math finals from out of the principal's office. Long story. Not important."

She hugged him suddenly and he stiffened, not sure if he was supposed to respond or not.

"Be careful, okay?" She murmured into his shirt... which was still him, so that felt very... pleasant to have her breath whispering against him, her lips brushing cloth that was his own skin... he wondered if she remembered that he could feel through the cloth.

"I will," He replied gravely.

"I mean it." She pulled away just long enough to look him directly in the eye. There was that hard, cold expression he'd only seen in flashes over the day.

"I'll be careful." He added after a thought, "I'll hurry back."

"You better." She said, still meeting his gaze as though trying to decide something.

She leaned in and kissed his cheek. "For luck." She said, then turned and hurried up the stairs.

He stared after her for a long moment before he made his way out the front door.


	16. Chapter 16

- - -

Peter prowled at first. It wasn't the word he would have chosen, but it was the first that came to mind as he paced the area around the ruin of Sandoval's Deli. The street light directly across from the deli had burnt out, but there were enough lights from homes and from other lights up and down the street that with Peter's vision enhancements, the whole street seemed almost as brightly lit as day. The colors were washed out... he wondered if he was just using the low light, or if he were seeing into the ultraviolet end of the spectrum. Warm things weren't standing out any brighter that he could tell, so it probably wasn't infra-red. Maybe.

He caught the scent readily enough and prowled after it, the route it took was straightforward. Whoever had driven it had wanted the most direct route out of Forest Hills and out of Queens. He started at a light jog. The neighborhood was quiet and no one really went out much at this hour. Before long he found himself running down the island between Queens Boulevard and the Westbound 25. Businesses and buildings passed by him in an almost indistinguishable blur. A lot of places were still lit up, but the majority were already closed. He was a fast moving shadow going from one pool of light to the next, hardly standing still long enough for anyone to catch more than glimpse.

Even then, what would they have said? Someone had just run past their car going sixty miles an hour. Peter had passed them as easily as if they'd been standing still. He didn't feel winded.

He felt exhilarated. His breath came in slow and easy. No hitches in his side. No shortness of breath. There was a mild and pleasant burn as his arms and legs pistoned, but there was no fatigue, no exhaustion. None of the weariness that he'd always associated with physical activity.

It felt... amazing. He felt so alive. The wind clawed at his face and he welcomed it.

The scent was getting buried under the polluted New York air. He was amazed that it had even managed to linger, faint as it was on the Freeway for almost a day and a half. There was the possibility that what he was following was some other sense. Something that wasn't quite scent, but it wasn't anything his own brain could interpret directly, so scent could have been the analogue for some other sense. Some other ability to sense Hydra.

Well, there would be time enough to think about that later. Running needed doing.

It didn't matter to him as he ran on. His body light and strong and so damn fast.

He was grinning as he ran and every so often he'd leap forward just for the sheer joy. Just to feel his body take to the air, perfectly under his control in broad, long leaps that covered dozens of yards at a time. He almost felt like he could fly when he did those leaps, a gentle heat radiating out from his chest as he did so.

He could faintly make out the red haze around him at each leap. He'd called upon it for a few fractions of a second at each leap and every time he could feel it consuming some more of his biomass. He could do leaps without the warmth in his chest, without the red haze, but those produced respectable broad jumps of twenty to thirty feet horizontally in a bound. That was impressive for a scrawny kid who could barely manage four feet during PE a few weeks ago, but with the haze lightening his body, he could clear three or four times that distance. He hadn't really tried for what he could manage on a horizontal leap, but he guessed the distances would be comparable.

He'd barely slowed as the scent trail led him onto the Queensboro Bridge. The footpath on the lower side of the bridge was fortunately unoccupied as he ran, but it had been narrower than the sidewalks. Trusting to his sense of balance and the precision of his body's movements in a way that would have been impossible for him before he skidded to a halt finally at the off-ramp onto 1st Avenue on Manhattan Island.

There were more cars and people. He'd had to slow down anyway. It was more populated here. It would be easier to get spotted. He would need to be a bit more careful.

He'd fished his phone out of his pants and noted with amusement that it had taken him a total of fifteen minutes to get from Forest Hills to Manhattan. That was faster than by car. He wasn't even sweating, he grinned to himself.

He was... well, he wasn't catching his breath cause he'd never actually lost it. He stood quietly on the street corner. The city was no less a complex canvas of living scents and sounds. He almost wished he'd brought MJ with him. She probably would've loved the run across the bridge.

He frowned at himself and shook his head. _You can't be missing her already, you sap. Focus!_

Even without MJ there, he now understood how to keep himself from being swamped. He kept the scent he was trailing sharply in the forefront of his attention. The trail still stood out clear and strong, but now that he was here by himself, something else stood out.

Without MJ distracting him he found them. Lingering in the background of Manhattan's sea of humanity.

He sniffed harder, turning his head this way and that as he tried to find what exactly he was picking up on, but it made no sense.

Peter ran a ways north up First Avenue, til he found a relatively quiet and unpopulated stretch of road next to a three story building that had a closed bakery on the ground floor and no lights burning in any of the higher floors. He leaped. He had better control now and knew to regulate his the quick bursts of lightening haze. He flipped forward at the top of his leap and landed lightly on the roof.

He closed his eyes and took another deep breath.

That still made no sense. He leaped again, getting on top of the six story building next to the one he'd been on and stopped to take another breath.

Still the same.

Aside from the trail of corpse-stench that he'd been following, There were more. Dozens... perhaps even hundreds of trails of carrion reek. A faint tang of tainted air lingering in almost every direction. He opened his eyes and stared out into the city. That made no sense. They'd chased down all of Ed Whelan's victims hadn't they? Or had they?

He had to wonder to himself how the Thunderbolts had even traced down all of those poor infectees. The little girl hadn't shown any symptoms yet. Maybe they'd had trackers, but there was no way they could have searched the entire city. Certainly not that last night... so they must've had something pointing the way out to them. Something that told them where Ed Whelan had been.

He stopped at that thought. Well, they had been following Ed Whelan. What if... what if they'd loosed the trackers at every stop the man had made as he'd run. That would explain why there'd been so many body bags.

But now another thought came to Peter. The bodies were going to be taken for disposal. That's the trail he'd been following... but they were covering everything up. They didn't want witnesses or lose ends. He didn't think they would- no. He didn't want to believe these people would just outright kill anyone Whelan had come into contact with. So.. logic. Some of those people had been taken prisoner. And some of those people Ed had infected? Had gotten away.

Peter pushed the heel of his hand into his forehead. How many was that? How much of Manhattan was about to spontaneously transform into things like the Drago? Or into Smerdyakovs like Cletus and Donna had been? How many other forms could they turn into? Were there worse ones?

Did the Thunderbolts even know what had happened? Did they realize they'd missed so many?

Hell... they didn't have to miss that many. All it took was for one infectee to get away and that could be enough of a start, especially if it were an aggressive predatory sort.

Peter wondered if there were any others who'd ended up like him? Enhanced. Maybe monstrous and inhuman... but with their own minds and sanity intact?

_You think you're sane?_ Cletus' voice mocked. _You've been talking to yourself non-stop since you turned, boy._

A chill ran down his spine at that thought, but he forced it down. Forced the fear and uncertainty away. He had things to do now. Things that had taken on a greater urgency.

He worked it out in his head and the timeline seemed to fit.

Whelan had somehow been infected in whatever Gentek facility he'd worked at... some sort of long-term coma ward. He'd then proceeded to run through Manhattan and spread the Hydra all over the place. He'd used rats to help him spread the Hydra. Maybe as a distraction, maybe even without realizing it, but either way, people had became infected. Gentek Security had managed to pick up Whelan's trail, but Cletus had picked up on all the people that Whelan had infected. They'd called in the Thunderbolts... probably a local posting that was maintained regularly in Manhattan. Maybe even to monitor the coma ward that Whelan worked out of.

The Thunderbolts had come down hard on the infected... but some had slipped through the cracks. They hadn't been as thorough as they thought they'd been.

Peter had to know. He was sure there had been some who'd been taken in as prisoner by the Thunderbolts. Witnesses. More people who might be able to tell him what had actually happened that night. Those people would probably be where the corpses had been taken to.

_Most definitely goin' there once they're done with the poor bastards,_ his voice drawled. He turned away from that morbid thought.

He also had to make sure they actually knew what they were dealing with. Could the trackers even communicate how spread the infection had been? Peter hadn't really seen any signs of it, but perhaps some of the victims were still asymptomatic. Then again, how quickly did the Hydra infection progress, anyway?

Peter estimated he'd gone from human to inhumanly strong carnivorous monster in under an hour while he'd slept.

_Unless y'are Ed Whelan._ Cletus' voice interjected thinly. _And all this mess is your fault._

Peter shook his head and leaped off the building he was on, a few feet before making contact with the ground, he let the warmth spread for a brief momentary burst of weightlessness to allow him to land lightly, his feet already running from the moment they made contact with the pavement. He locked on to the scent once more and ran.

So... find the prisoners. See if anything could be done for them. Then make sure the Thunderbolts knew what they were dealing with.

Oh... and don't get caught. He still had his uncle's funeral in the morning.

He still had a few hours til daybreak.

No pressure.

- - -


	17. Chapter 17

- - -

The other scents had been a distraction.

Peter had needed to double back at least twice, once he'd realized that he'd lost the initial scent he'd been tracing and was starting to follow some other one. The more he did it, though, the easier it became.

His mind was still afire with questions. The parts that weren't running down his prey anyway. Why was Manhattan saturated with the fetid carrion smell of Hydra? Forest Hills had two spots of Hydra Taint, his house and the Sandoval Deli. Those had only borne traces of the scent. The 'dead' smell of rotting meat. It had been faint and all but washed out.

If Ed Whelan had been the one spreading it, why had the only other source of Hydra that far East of Manhattan been a flyer? One that seemed to be looking for something specific.

Maybe him? Maybe not. Not enough to know still.

A thought presented itself for inspection. _Maybe it couldn't cross the East River. Running water. What else couldn't cross running water, hmm?_

That was ridiculous, of course, but the image of the glowing red eyes of the infected he'd consumed rose up and part of him wondered if he was going to have to get an opera cloak and talk in a thick Eastern European accent? Did the red haze count as sparkling? He hoped not.

He'd made his way south down Park Avenue. The scent was actually growing stronger as he closed in on Gramarcy Park. The skyscrapers slipped quietly past on either side of him. He moved briskly, half-jog, half-run. There were pedestrians and cars here and there. Every bank of shadow afforded him an opportunity to run faster, but he was trying not to attract any undue attention, but at the same time, he was in a rush and he took an indifferent view to the streetlights, leaping high across intersecting streets to avoid what traffic was still out at that hour.

A memory rose as he ran. One of running up this street. He'd never done that and he could only imagine it had been one of Ed Whelan's memories of his escape. He was close.

He could feel it.

The scent had closed in around him, shutting out all the other scents of New York. It was practically suffocating him making it almost impossible to pick up where the scent was really coming from, but there was a stronger sense of the reek from his left and he turned sharply onto 26th Street and found himself facing Bellevue Hospital.

The crisscrossing scents of Hydra infections made a horrific tangle in the area. Peter slowed to a halt, past the small park-like area to the south-western corner of the hospital center. There was the gray glass front of the hospital proper, but he also remembered that the office of the New York medical examiner was in the complex. Did the bodies get taken there for an autopsy, maybe?

Were the prisoners- _if any survived_- being held in the hospital? That sort of made sense. Where else do you take a bunch of people with a potentially communicable disease?

He licked suddenly dry lips and groaned. Stuck. Again. Well, there really was no helping it. He had to go in there and look around. Except visiting hours were over. There was the emergency room entrance, of course... but then what?

Peter stood in the shadow of the trees in the little park area, breathing harshly through his mouth. He licked at his lips again. The smell was just... overwhelming. The sense of carrion reek and cloying, sweet decay was worse than the confused tangle from his first entry to New York had ever been. He closed his eyes and tried to push the sense of the scent back... it had gotten him this far, but right now it was rapidly becoming more of a liability than an asset.

He leaned back against the rough bark of a tree and abruptly, the scent muted to something in the background once more. His eyes flew open and he took a deep breath, letting it out slowly.

"Much better." He murmured softly. Now all he had to do was figure out how to break into a hospital after hours and... he blinked rapidly and pressed the heel of his palm to his head. He was over thinking this again.

He let his heartbeat spike and assumed the drago's blunt big-nosed face, but topped it with Cletus' coarse red hair. He took on Cletus' rangy build and height, then changed his clothes to the medical scrubs he'd worn home from the hospital. The ones he'd left on the floor of the bathroom and eaten accidentally along with the rest of the Walmart purchases from that first day.

Then topped it off with Cletus' hoodie. It wouldn't have made sense to be out in the cold at this time of night without a jacket of some sort.

He simply walked in. He waited for a moment when the guard was distracted by a patient who was complaining loudly and demanding that someone deal with her hemorrhoids. The guard had buzzed him through with barely a glance and a nod. Peter walked through the empty corridor and wondered where to go.

He tried to open his sense for the Hydra, but the carrion stench seemed to be everywhere and he had to shut it down hurriedly. Whether that meant that every inch of the gleamingly clean hospital was crawling with it... or if there was some large something nearby that was heavily infected, he couldn't tell which.

He wandered aimlessly for almost an hour. Muttering curses to himself and wondering if he was going to have to return home empty handed again.

He didn't even get eighty bucks this time around.

He did find the doctor's locker room and consumed a white doctor's coat to give himself some other disguise options. Even with the sense for the Hydra turned down as low as it would go, his sense of smell remained as sharp as ever. The nurses and doctors he did pass by and exchange nods with smelled harried and tired, but clean. Uninfected.

Peter was almost ready to call the night a bust when a different scent caught his attention. A familiar one. Ground in gunpowder, sour-sweat soaked into kevlar. And blood. Familiar blood.

He went up to the door and stared at the name on the little cardboard card that had been slipped into the plexiglass clip next to the door. It was a private room.

Smith, Martin.

Peter closed his eyes for a moment to catch himself. He glanced down and realized that his hands, of their own volition, had closed into fists and his tendrils writhed under his skin. Just begging to be used.

He closed his fingers on the knob, opened the door and slipped quietly into the dark room.

The scent was unmistakeable. The room was small and dominated by the hospital bed. There was a figure tangled up in inadequate sheets on it, one arm in cast. He idly noted an IV with a morphine drip on it that had been set to the bare minimum.

Moving as quietly as he could, Peter took one of the lightweight chairs that had been provided for visitors, aluminum and plastic with the bare minimum of padding. He jammed it under the door knob. It wasn't much... but it might give him a few extra seconds if someone did try to interrupt while he was... occupied.

He stepped closer to the bed, fingers flexing. Intellectually, he knew that Smith hadn't intended to hurt Uncle Ben. In the logical forefront of his mind, he knew that the man had simply pulled his trigger by mistake. It hadn't been intentional. Perhaps things might have happened entirely differently if he hadn't. Perhaps not. But here and now, logic wasn't really in charge.

The red haze was descending on his vision. His heart thundered in his ears.

Uncle Ben was gone. This man was responsible.

Peter hurt.

He wanted to share that hurt.

He stepped next to the bed and found... Smith was young. He had short blonde hair in a brush cut. His jaw was wired up, lending harsh lines to his face in the dim light, but he was also barely in his twenties and sleeping peacefully. He had that slightly heavy athletic build of someone who worked out regularly.

He didn't look like a killer. He looked like someone's kid. He looked like one of the idiot jocks from school that Peter used to have to avoid on a regular basis. The ones Uncle Ben had told him to just avoid.

Someone who barely knew anything.

Someone who shouldn't have been holding a gun on an old man and a teenager in the middle of the night.

He closed his fist so tightly that he could hear his knuckles pop, almost gunshot loud in the enfolding silence. It surprised him. Startled him out of his fury.

Peter reached a hand out and gently laid it on Smith's throat. He caught a glimpse of his reflection in the window. His face had reverted to own. His expression, blank, cold and alien.

His eyes were glowing.

He ran his tongue over his suddenly dry lips and looked down at the man who'd taken Uncle Ben away.

_It would be easy._ Cletus's whispered to him. _We could just... squeeze. A little. Crack. He'd be gone..._

But that wouldn't bring Uncle Ben back, would it?

_But you'll feel better,_ Cletus' voice urged. _Pay him back, boy. Show him nobody takes what's yours._

Except Uncle Ben would still be gone and this man... this kid... who was barely older than he was would be gone and he'd have gained nothing. Still more questions and an unsatisfying meal.

_You remember what your meals remember,_ Cletus pointed out. _Go straight to eating him and you'll know what he knows._

His fingers threatened to close on Smith's neck right then. There would be answers. He'd already killed. Three times, so far. What was one more? What difference did it make?

_The difference,_ his voice replied sharply in his head, _Is that you did all of those in the heat of battle. It was kill or be killed. After Cletus it had been to save people. Who are you saving now? This is cold-blooded murder._

He'd be protecting other people from-

_No._ His voice drawled harshly in his head, _You'd be doing it to make yourself feel better. And it won't. What would Uncle Ben say if he were here right now? You've got power this man's life right this moment. What would he tell you?_

"With great power, comes great responsibility." He whispered harshly to himself, then shuddered and jerked his hand away from the man's throat. There was still the temptation to do it. The hunger to make this man hurt... to consume him, clawed at Peter's gut. Strong and demanding, but he wasn't going to give in to that.

He was more than a predator. More than an appetite. On the other hand, Uncle Ben probably would've told him to kick the guy's ass. Which was not the same as killing him. Well, he already kicked the guy's ass. He smiled with a tiny bit of inappropriate pride at that.

The man wouldn't die... but he would answer some questions. Peter put his hand at the man's throat once more and slapped him a backhand across the face. Not hard, exactly... but certainly enough to hurt, especially with that broken jaw.

Smith gave a strangled, pained gasp that was almost like music to Peter's ears. Then a moment later he was disgusted with himself for enjoying the man's pain, but there he was. The man was beginning to say something, but Peter gave a slight squeeze at Smith's throat and whatever he would have said was choked off.

Peter leaned over the man, his crimson eyes blazing and he gave Martin Smith a horrible, humorless smile. "Sleep well?"

Martin swallowed nervously, his eyes wide with terror and shock. Peter imagined his mouth would have dropped open comically if his jaw hadn't been wired shut.

"I haven't been sleeping so well myself," Peter whispered almost casually. "Not since you killed my Uncle."

The man whimpered and Peter could feel the noise vibrating in his hand as he held the man's throat. "It was an accident!" He mumbled through his closed jaw.

"Mm-hmm," Peter replied, looming over the man, "Why were you in our house?"

"I told Jones you were the runner. I told him! He just said our tracker Cletus had gone rogue and that we had to run for it before he turned on us." Smith mumbled back hurriedly, but Peter squeezed on his throat once more and he made little gagging sounds.

"What's a runner?" Peter asked.

"The runner was Ed Whelan. We... we were supposed to bring him back or kill him. He was infected. Oh god..."

"Infected with...?" Peter already knew the answer, but wondered what the man would tell him.

"No clue. Some kind of disease. A virus." Smith muttered. "It's really infectious. He was some kind of nurse for Gentek. There's a ward where they keep with a bunch of people who're infected with the stuff. There's a door in the sub-basement under radiology that leads to the access tunnels under the Gentek building! Whelan got infected there. I don't know with what. Jones told me it was above my pay grade. Cletus has the same stuff, but it did things to him. Different things. I didn't ask! We just had to stop him before he made other people sick, but he did... ohgod... he did!"

The man's eyes were terrified and bulging. Peter wondered just how much he had seen of Whelan's other infectees as they chased after him. Did he see the little girl? Did he see that huge rhino man? This wasn't really anything he hadn't figured out for himself, but hearing it confirmed sent more chills up Peter's spine. No wonder he'd been so edgy when he'd come to their house. He'd already seen some of the Hydra's products by then.

"What happened to the people he infected?" He whispered harshly.

"We called in the Thunderbolts. Like protocol says. They're... we're just Gentek security. If things get bad, the Thunderbolts are supposed to clean up. Jones said it wasn't our problem anymore. It killed people or turned those people into things..." He whimpered. "We just had to get Whelan. They were going to clean up! But then you happened! Jones says... he said it was Cletus that went rogue. He didn't see what you were doing! He didn't see you tear Cletus apart and eat him! He thought he was shooting at Cletus who was eating you! How did you survive getting shot?! Cletus couldn't have! He's a monster and he couldn't survive a bullet to the chest!" His voice had gone high and almost hysterical. Tears whether from fear or pain, Peter couldn't tell, were running down either side of the man's face. He looked like he was trying to tear the wiring apart on his jaw just so he could scream. Peter leaned down harder on the man's throat, forcing him to quiet down with little choking sobs.

He was disgusted, not just with this man, not just with the spectacle, but with himself for causing it. Just seeing him in action had reduced this man, who resembled the jocks back in school too much for him to really like him, to abject terror. Meanwhile MJ kept wanting to hug him and touch him because of it.

_Now is not the time to be thinking about MJ,_ his voice chided him.

The man's breathing had gone harsh and fast. His heartbeat and blood pressure on the monitors was rising. He was beginning to flail with his free hand, terrified beyond measure now that his mind had finally consciously remembered what it was that was holding him down. Peter had a moment of disgust as a sharp ammonia smell assaulted him.

Smith had wet himself.

Peter extended his sense of hearing and could hear the nurse in the aid station around the corner at the end of the hall round the corner. Time was almost up. The man's sudden rise in Smith's monitors must have alerted someone. He didn't think he could get any more answers out of the man and reached out with his free hand and cranked his morphine drip up as high as possible.

He bore down as gently as he could at the man's throat, forcing more little choking sounds from Smith. As he did, the man's eyes began to get vague and unfocused. His expression slackened and the struggles ceased. The man was fighting to keep his eyes open.

The nurse's heartbeat was halfway down the hall now.

Peter hoped Smith wrote this off as a dream. He'd been careful not to leave any bruises. A lot of sites on the net were quite clear on how little pressure one actually needed to exert on a person's throat in order to get... results. He was pretty sure no one would believe him. Middle of the night, drugged out of his mind. It would hopefully all be written off as guilty dreams.

_This is a mistake, leaving him alive,_ Cletus' voice whispered into his head, _We're gonna get the chair for sure_. There was a clamoring, hungry sort of wordless agreement rising up to second the voice. Donna perhaps? Or the Drago? He shuddered again and gently eased the seat out from under the door. He stood behind the door as the nurse opened it and walked briskly into the room.

While she was distracted with checking over Smith, he slipped behind her once she'd passed and stepped out into the empty hallway.

The nurse would help. She didn't see anyone. Obviously Smith had been dreaming. Simplicity.

He was shaking as he shifted himself back to the appearance of a doctor, the white coat making him anonymous as he mixed and matched elements from the Drago's face, Whelan's and Cletus with little regard for the result. His reflection in a window showed his features to be bland and unmemorable. The Drago's features, Cletus's nose, Whelan's hair. He tried to force the nerves down. Now that he'd gone this far, there wasn't any point in being scared, right? He'd just terrified a man into wetting himself and nearly gotten caught while doing it. He'd nearly killed the man in cold blood and just barely stopped himself.

There was a door in the basement with more answers. The ward where Ed Whelan remembered seeing his mother. Could he push his luck some more tonight? He only had a few more hours til daybreak. He still needed time to run back to Queens.

He had to know.

- - -


	18. Chapter 18

- - -

For all their vagueness, Smith's directions had been simple enough to follow.

Especially since Peter had taken the trouble to memorize the hospital's map.

Radiology had a discreet elevator close to it that only went down. He'd taken it down and it seemed to take an unusually long time to descend. Peter did some rough calculations in his head based on the feeling of acceleration versus the amount of time he actually was in the elevator and guessed that the first sub-basement this led to was already a good eighty or so feet underground.

It opened to a small area that resembled a storage room. Gurneys were folded up and piled high in one corner. There were oxygen tanks standing at another side of the room. A set of wire shelves rose all the way to the ceiling, completely filled with the inadequate hospital blankets. In another corner there was a stack of aluminum chairs piled up high.

To his right, there was an open doorway leading to a brightly lit corridor. He sniffed and caught the mild scent of smoke. There was the whir of ventilation fans. He walked down the hall and found a larger open basement area. A large boiler for heating, various head-exchangers and a few emergency generators were in the new place. The bio-hazard incinerator was also quite prominent in this place. It seemed ominous, but at the same time it made sense.

If the diseased were being kept in the area they would need some way of ensuring their disposal.

He saw another corridor lead out of the room and he guessed if the hall ran straight and had an elevator at the end, it would lead to the morgue. That made sense too.

He looked around the room and found the door that Smith must have been referring to.

They were double doors. The lighting had been arranged to put them slightly in shadow, not make it obvious that they were there. Peter was tempted to head right to them and just walk in, but there was a mild pressure in the back of his head, and an image floated up. He stopped, still inside the corridor and looked up at the ceiling of the larger area.

Security cameras. Two of them. They had excellent coverage of the double doors. Even though he was still some distance away, his eyes focused well enough that he could pick out the biometric lock that kept the doors closed. Retina scanner and hand print.

So much for his luck holding, he mused.

He stared at the lock, then the doors. He could probably force them open. Maybe. He wasn't sure. Those doors looked to be metal reinforced and heavy. He glanced over his shoulder. Maybe if he took one of those oxygen tanks and slammed it into the doors. Or he knocked the valve off the end and let it drive itself into those doors like a rocket. It worked on Mythbusters. Well it worked on cinderblock. He had no clue how well it would do against those doors.

He fished his phone out and noted that he had no signal down here and also noted that he had at most another two hours. Aunt May would be up shortly and would definitely see through whatever excuse MJ could come up with. Then again, MJ did seem to be a fairly talented liar... it was a toss-up.

Either way, he didn't have much time left. He pocketed his phone and considered things. Things had probably been hectic since the night Ed Whelan had run. Would they have been hectic enough that perhaps someone might have forgotten to deactivate him from whatever security database regulated that door?

That was probably his only chance of sneaking past those doors. He could take Ed Whelan's form and hope that his mimicry was close enough to fool biometric scanners. Assuming they didn't recognize Ed's face on the camera. Assuming he didn't set off some sort of alarm that brought down every Thunderbolt and Gentek security officer on his head the moment he showed up.

He licked dry lips and considered. He had promised to be careful. He also had to be back in time for Uncle Ben's funeral. Hell, he had to be back early enough not to rouse Aunt May's suspicions. Weighed that against the need to finally find out what was going on.

There were answers right behind those doors. More than that. There were probably the people the Thunderbolts had taken last night. Then they had to be warned about what was happening in Manhattan.

That all hinged on getting through those doors.

He sighed to himself and rested against the wall of the corridor.

No, they didn't. He could call Detective Stacy. Let him get the warrant to kick open those doors. Peter didn't need to be the one to ride in on their rescue. He didn't have to be the one to send them the warning. Hell, he could tell Detective Stacy that too. He could turn around and walk away. Get a little sleep. Deal with all of this after Uncle Ben's funeral. Detective Stacy would be there. He could bring the man in entirely. Tell him everything.

He did not need to have the weight of the world on his shoulders.

_Except you need to know what's going on, his voice drawled. What was your mom doing in there? What made Ed Whelan run? What the hell was Hydra and why was Gentek up to it's neck in it? And if they do have prisoners, do you think they're going to be able to wait til you get someone else to do your work for you?_

His eyes narrowed and his body blurred. Ed Whelan's ratty face, hidden beneath Cletus's shaggy mop of hair. He wore the doctor's coat and the scrubs beneath. He walked briskly. The stride of the man who knows where he is going and is eager to get there.

He also had to keep moving before the shaking of his hands and knees got to him and forced him to turn back. He moved to the biometric lock and with what felt like practiced ease he lowered his head to gaze into the eyepiece and slapped his palm onto the scanner.

The second it took for the computer to decide was a lifetime. Peter felt sweat bead on his brow and crawl down his back, but he forced himself to remain absolutely still. Or as still as he could be while shifting from leg to leg in preparation of running for it if he had to. He guessed they would deactivate the elevator if they did decide to stop him. He in turn had already decided he was going to rip the elevator car's ceiling open and climb up the shaft if he had to.

Another second ticked by. The hand that wasn't on the scanner clenched.

They'd found him. They had to have. They were just keeping him now. Stalling while they massed men with guns or other, more esoteric weaponry to bear. They were familiar with Hydra. Maybe they had something specifically tailored to take something like him out.

When the light switched to green and the biometric panel gave a cheerful ding, Peter was all but ready to bolt.

He almost did when he heard the loud clacking noise of the lock releasing. He let out the shuddering breath that he'd been holding and stepped in, his body still singing with adrenaline.

He opened the door, stepped through and found himself confronted... by another door. The door behind him closed with a hiss of compressed air and he realized that they had some sort of airlock arrangement. He swallowed and felt a mild popping in his ear.

Negative pressure. Minimize the possibility of airborne pathogens getting out.

Except Hydra was blood-borne, or at least that was the impression he'd gotten.

So that told him there was a chance there were other diseases involved.

None of which, of course, helped him when he realized that he was trapped between two sets of air-tight reinforced steel doors. If they had recognized him, all though would need to do would be to shut down or reverse the ventilation. They could take him easily.

His hands began to shake again, but he grabbed hold of his nervousness quickly. Taming it. Directing it. He had to think. He couldn't brute force his way out of this one. He had to think through it. He realized that there was a keypad on the wall next to both sets of doors.

So... biometrics... then a key code.

He was stumped.

The shade of Ed Whelan in his mind, if that was him, offered nothing. Peter covered his face and groaned.

He walked up to the keypad on the further door and stared.

Yup. Keypad. All the regular numbers.

He had to enter them in. Otherwise... well... he was stuck here. Until someone noticed him. He fought down the temptation to just hit the keypad. He had to think this through. Ed Whelan. What would he use for his password? A man with no friends. No life outside work...

Peter blinked and hoped. He jabbed Ed's birthday into the keypad.

There was a long moment of quiet, during which time Peter had to fight down that punching urge really hard. Then a green light came on and the door opened.

He took a deep breath. No one waiting to ambush him just past the door, he noted. On the other hand, even muted, the carrion of the Hydra was strong enough to be dizzying. If he concentrated on the scent, Peter wasn't sure he'd be able to keep going. Overlaying all that was the scent of blood and metal. Overlaying all of that though was a flat, antiseptic smell that was doing it's best to mask out all of those underlying scents. It was a sort of stale quality to the air that was odd considering ventilation obviously had to be going to keep the negative pressure in place.

He stepped through. The corridor beyond was cylindrical and done in a sort of cross between something ultra-modern, with gleaming chrome and flat white tile on the floor, which clashed harshly a sort of retro-industrial bunker, with bare metal ribs in flat gray primer on the walls. There was a camera in the curved ceiling, aimed directly at the double doors.

A few signs were painted here and there directly to the curving gray wall, but most prominent among them was the Gentek logo.

All of this was under Bellevue.

Amazing.

Peter froze when he saw the guard station. It was a plexiglass-fronted cube whose lower half was taken up by a desk that occupied the entire front of the cube. On the front was a speaker, a sort of air-lock equipped drawer that would allow someone outside the guard station to pass things to the guard and a very obvious gun-port. He could see the reflection of the security camera monitors against the back wall of the cube. There was even a mini-fridge in there.

It was designed to be a small fortress, Peter realized. Someone in there could hold off anyone approaching from either side with even a small firearm for a considerable amount of time. He wouldn't be surprised if that was it's real main use.

Next to the cube was a very solidly built wire-mesh cage. Just barely large enough to hold a large dog... or a person if they crouched down. It reeked, not only of Hydra, but also of waste and filth. His expression hardened. They would keep a tracker here. Just to check anyone passing through the door.

How did Whelan get out then without anyone realizing anything was wrong? Maybe he wasn't quite so far gone when he'd left.

The strange part, he reflected, was that the guard station was empty.

Well, it was three in the morning, but given the security he'd seen so far, it would have made more sense to have a guard posted there 24/7. So if that was the case, where was the guard?

He was really pushing his luck now, he was sure of it. He walked as briskly as he could down the corridor, trying his best to look like he belonged, while simultaneously, not entirely sure how would who belonged down here should look like.

Unsure what else to do, he followed the signs. He was sure he didn't want administration. Or the security office. The labs. There were several and he picked the closest he could get to. That seemed promising enough. He followed the signs til he found himself at a closed door. Another air-lock style arrangement of double doors kept it isolated from the corridor, but thankfully there were no biometric locks here.

He met no one as he walked. There were no scents of people. Just the sickeningly thick stench of the infected. He hoped that meant everyone had gone home for the night... but the lights had been on.

Out of the corner of his eye, something twitched and was gone. He tried to track it, by scent or by sound, but he was already stepping into the lab and his attention had turned in full on it.

His stomach lurched at a familiar sight that he had never seen before. Whelan's memories and Donna's had both shown him Lab One from opposite sides of the bars, two different impressions overlapping at once. The walls were lined with cages. Large enough for people. The metal bars gleamed as though polished, but there were rusty discolorations on the bare cement floor here and there. Someone had scrubbed and scrubbed hard... but the color had seeped into the material.

Infected blood. The dead scent of stale Hydra almost cutting through the live reek that had saturated the place.

Where are all the infected? He asked himself. The memories that played through his mind showed this place crowded. Men and women working at the tables. The occupants of the cages... human, but only barely. Old infected... test subjects. The cages were to keep them from wandering off... to keep them from hurting themselves... their minds destroyed by Hydra. Not that anyone cared. The people here were animals. _The unlucky ones,_ Cletus interjected. _I was a rare treat for 'em. Not everyone who changes keeps their mind. Not everyone's like me. Or you._

Peter tried to keep his revulsion from breaking through. The thought of being the same as Cletus sickened him. Even more than the images his mind kept insisting were there.

He had to keep moving. It was so quiet. He couldn't even make out the air-conditioning. Either the sound was very cleverly masked... or it wasn't running. Which meant... what?

He almost jumped and screamed when he saw the flicker of movement out of the corner of his eye once more. He looked sharply in that direction, but saw nothing. The smell of live Hydra sharpened briefly, but quickly died away.

Something watching? He couldn't see anything.

He hoped it was just his nerves.

The terminals that he passed by were mostly shut down, but one at the end was active, but not logged on. On impulse Peter tapped in Ed's birthday and hit enter.

The machine opened on an unfamiliar database program automatically. Peter checked help files and tried to figure out what he could, but the best he could manage was to close out of the program he'd been in and get to some kind of command line interface.

One that wasn't too helpful given he'd also lost the help menus he'd been using.

"Well, damn." He murmured and startled at the sound of his own voice. He still hadn't found anything. He was about to turn for the door when words began to appear on the screen.

**ULTRON Hello, Mr. Whelan. Aren't you dead?**

Peter stared.

That seemed polite. Almost pleasant. He was sure it was some sort of threat.

He looked around and noticed that there was a camera in the lab as well. Somone had noticed him. His heart hammered and his legs ached to make a break for it. To run. Just forget the whole thing and run. Flat out run.

It probably was time to leave. His phone suddenly vibrated and he pulled it out in surprise. One hour left, he saw. He also saw a WiFi network had suddenly become available. Gentek Net. It wasn't even encrypted.

He stared at his phone for a long moment, then to the computer. It was too obviously a set up. He couldn't take any more chances than he already had.

He made a break for the door of Lab One. The identical corridors had gotten him turned around before long. The entrance he'd come in from didn't have convenient signs leading back to it.

He could probably find it eventually, but a few wrong turns had led him to something euphemistically called the "Accommodation Area."

The smell of blood was inescapable. The carrion reek of Hydra was sickly-sticky-sweet, drowning him. His hackles rose. If he'd been on edge wandering the empty facility with only his heart beat and echoing footsteps for company, the weird syncopated heartbeats, the strange, soft shuffling and snuffling noises he could hear through the door were driving him mad.

Driving him into a nervous frenzy.

_A feeding frenzy._ Cletus smiled nastily in his head.

I need to leave, Peter told himself as his hand came up to press flat against the door.

I will only just barely have enough time to run back to Queens from here, he said in his head quite reasonably as he began to push the door open.

Why am I not leaving?! He screamed in his own head.

_Because we want answers._

The door creaked open and he was awash in the slaughterhouse reek of the Hydra.

- - -


	19. Chapter 19

The door opened slowly under his hand. There was a sort of mushiness to the motion and a glance down revealed to Peter a strange uneven carpet of... something that was making it difficult to open the door.

It spread in stains and cords of rust reds and browns and blacks. Peter swallowed hard, breathing through his mouth to keep the scents out, but nothing he did could keep that oppressive cloying stench of Hydra away.

The patterns of the lumpy, spongy material beneath his feet reminded him of highly magnified images of nerves. Sort of splotchy and strung together by threads and cords of... material. Peter had to keep calling it 'material' in his head, because otherwise he'd have had to acknowledge that it was probably some sort of flesh.

He tore his eyes away from the floor right in front of the door. He stepped in reluctantly, feeling the material squish unpleasantly under his feet. The room was large. The ceiling was high and the lights were out.

The rest of the complex had been brightly lit. Florescent lights at regular intervals had banished the shadows. In the 'accommodations' someone had shattered all the lights. The broken glass was still on the floor in spots. What light there was came from wall-mounted emergency lights. Except someone had decided that such lights needed to be in red. It made the whole room seem awash in blood.

From the scents that were assaulting Peter, he wasn't betting against that as a possibility. The room was mostly dominated by scattered tables bolted to the floor all with rounded corners and soft edges. There were scattered seats, those same aluminum and plastic ones from the hospital. Most of them were overturned. There was an open area at the other end of the room with a counter that looked like a cafeteria counter or some sort of bar. There were doors on the other two walls, perhaps a dozen on each side. The doors were reinforced metal and had been kicked in or ripped out. They were all open doorways, the interior of the rooms beyond shadowed and unlit by the soft red light.

It reminded Peter of visiting rooms in prisons or the day rooms at asylums that he'd seen from the movies. He imagined the place under it's normal bright and harsh light and imagined that it would be just as appropriately joyless, cheerless and dreary as any of those. He could imagine- remember- listless men and women shuffling through the room, their bodies twisted and changed, but not so far gone that they would not be of some use to someone.

Now, though... the lights did the room no favors. The spongy growth on the floor was also spread across the walls where it could catch purchase and spread on the tables as well. There were larger lumps of the material. Mounds the size of bodies... Peter swallowed as his eyes traced over the details. They weren't the size of bodies. They were bodies. The lines could have been fingers, toes, limbs... all distended and grotesquely bloated by strange tumorous growths like what had happened to the faces of the trackers.

He wondered idly what the bodies of trackers actually looked like beneath their hoodies and black jeans. Did they look like these... mounds? Perhaps less bloated. Still mobile. Perhaps these were what Smerdyakov Strain Hydra infected ended up as. He could traces the cords of material- meat- spreading out from those forms. He could see motion all around him. Rats. Chittering, squeaking and scurrying between the mounds. Hiding amongst the tangle of cords on the walls and floor.

One or two stopped to regard him and it had been the same as that rat that had bitten the man who had become the Drago. Unafraid of him. Unflinching. In some way it seemed almost contemptuous of his presence.

Peter counted the mounds at a glance and there were far less than there had been bodies in the back of the van. He still hoped those had been the dead bodies. The piled up corpses in the body bags that had been in the back of the truck had been bad, but the alternative was that something living had been twisted into those mounds. Peter took a few slow steps inside.

The rats all stopped and watched him. He froze. He could feel the weight of their gaze. Their rapid, fluttering little heartbeats added to the assault on his senses after the silence in the rest of the complex. There were several dozen of them. Unusual in size... some had minor deformities or tumors, but they all now seemed to regard him.

Peter sniffed and beneath the rot scent of the Hydra there was the thick scent of blood once more. Peter walked towards the first shadowed doorway. The rats turned their little heads as one, tiny red eyes glowing in the blood-washed light.

Every single one watching him now.

It was unnerving.

The whole place was unnerving.

Peter looked over his shoulder towards the still open double door. It had gotten caught on some of the ropes of fleshy... material... close to the door, keeping it from shutting.

Just as well. Peter wanted to make sure he had a quick way to get out if he needed it.

He stepped through the doorway, his eyes adjusting to the semi-dark with an ease that he still found surprising. His body continued to surprise him.

Well... that answered the question of where the guards had been.

The room had several bunk beds. It almost looked like some sort of dorm room. His colorless low-light vision showed him a pile of bodies, all dressed in Gentek Security's all-black SWAT gear plus gas mask uniform. Some were injured. Great bleeding chunks were torn out of them which still bled freely. That made little sense. If they'd been bleeding like that for any length of time, they should have bled out by now.

_Unless the rats were reopening or enlarging the wounds every time the blood flow slowed._He glanced back over his shoulder suspiciously at his strange rodent watchers.

Most weren't even injured that Peter could see. The ones who weren't wearing their gas masks stared at nothing. Their eyes were blank and empty. Not dead, but unseeing. He could just barely make out some sort of grayish film, like a cataract beginning to cover their eyes.

Where the Drago or Donna had had nothing behind their eyes but animal instinct and a hunger for violence... here there was nothing. Their bodies were alive and in some cases injured, perhaps dying, but there was no one home. Some of them were obviously dead, but the majority were alive, if the continuous flow of blood was any indication.

Of those, some were beginning to show the beginnings of the tumors and mutations Peter had seen, but there weren't many.

Peter did his best. He really tried to keep this from overwhelming him, but a part of his mind continued to scream that he needed to get out. Some terrified, primal part of him didn't care anymore. This place... Gentek could keep it's answers. It didn't want to see these things anymore.

On the bunks were worse cases. They were mostly only partly dressed in their uniforms. Their bodies were beginning to twist in strange, horrible ways that Peter could only just barely understand. Limbs swollen hugely with weirdly placed muscles tearing out of kevlar uniforms. Their faces being blotted out by tumors and the loss of chin and nose. Teeth were slowly breaking apart into the tiny needle-teeth that Cletus and Donna had sported.

The cords and twists of fleshy material grew and tangled like roots through the piled bodies and through the larger things on the beds. Ed Whelan's nasal whine whispered softly, uncertainly, _Kravenov strain. Hunters._

The piled up living guards... senseless or mindless... perhaps drugged up and tripping on something or with their minds destroyed by Hydra were being used as raw materials somehow. _Compost heap._ His own voice drawled. _Still growing. Eating them. Slow._

Peter shuddered, revulsion crawling up his spine, but at the same time his stomach betrayed him with a small hungry gurgle. He wanted to tear them free of those tendrils. The roots that had grown into them, his too sharp eyes could now pick out where the flesh of the individual guards was beginning to merge them together, the junction facilitated by tendrils of black and red, or those tumorous growths.

He stood frozen. Wanting to move forward to help. Not daring to move closer lest his body try to accidentally consume the helpless, stinking- delicious- heap of them. He felt his gorge start to rise or perhaps a terrified shudder ran through him, but something snapped him free and he staggered out, one hand to his mouth, fighting urges he could barely understand. He pressed his fist harder against his mouth, uncertain if he did it to keep from vomiting... or to keep the drool from escaping.

It should not have been. None of this should have excited him or stirred his hunger, but it did.

_It does look awful nice, don't it? _Cletus drawled softly, hungrily.

He shook his head, glancing into another room to find the scene repeated. This other room held a mix of people in smart-business casual and lab coats also piled together in a mindless heap beneath a web of tendrils.

Why separate them? he asked himself, trying to distance himself from the images. Trying to distance himself. In the van, the bodies in their individual body bags had been bad enough. The insensate piles that were being slowly broken down by the tendrils was infinitely worse.

He kept moving, the next room yielded seemingly normal people. He almost sobbed with relief that someone had survived... until he got closer. Their eyes were just as blank, but they glowed faintly.

There was that hunger.

That's all those eyes held. They seemed perfectly normal and uninfected... save for those faintly glowing red animal eyes. One, a young man in rolled up shirt-sleeves and a loosely knotted tie at his throat shambled over, barely able to maintain the necessary coordination to cross the room and snapped at him, blunt teeth closing with a clack that reminded Peter all too much of the Drago.

Peter pulled back hurriedly, but it quickly lost interest in him as he crossed the threshold of the door. They only seemed to be barely able to sense him if he came within a few feet of it. Hell, it could barely move... another Hydra victim, he reasoned.

That could have been him. The shakes just wouldn't leave once that thought came crashing into the forefront of his mind. He had gotten lucky. He'd kept his own mind... whatever else Hydra was it seemed to attack the brain first. The extreme mutations were secondary to whatever it was it did to the minds of its victims.

His entire body continued to tremble. A worse thought followed closely on the heels of the first. A detail that was difficult to overlook, despite the horror of the situation. Everyone he'd seen so far had been some sort of Gentek employee. There were the people who worked here. People who shouldn't have been infected. People who knew how to deal with this. This facility was designed to prevent this exact thing from happening... so what had happened?

The rats continued to stare.

He wanted to leave. Needed to leave. All of this seemed horrifically wrong. Where were the Thunderbolts? They'd only hesitated in shooting the Drago because they wanted to make sure they'd had all the exits covered. Those people wouldn't have allowed something like this to happen, would they? You would think they would have known.

That's what he was down here for, wasn't it? To let them know things had gone horribly wrong? So where were they? His earlier guess about prisoners hadn't borne out either. If there had been prisoners, they were probably like everyone else here.

Infected. Mindless.

Except... even if they were, he still checked each door. He didn't know for sure that they had all turned. He didn't dare risk leaving anyone to this place. No matter that he'd never have known... actually, that was part of the problem. He wouldn't have known . He knew he wouldn't have been able to live with that hanging over him. He had to make sure, so he peered into every door and found nothing but shambling, twisted mockeries of people standing or slowly moving in every room.

No one was dressed in the beekeeper outfits. Just more doctors, scientists and administrators. It was almost like something had herded them down here. No wonder the rest of the place had been so empty.

The last two rooms were different. He hadn't really been able to see them because the light had been dim and the angles bad from where he'd been looking, but the first, to his surprise had an intact door. There was a small plexiglass plate on the door where a card with neatly typed words that said: **Subject 0797: Parker, M**

Below it, handwritten in blue ball-point pen it spelled out with a jagged spikey hand were the words: "Sleeping Beauty"

Peter eased the door open to reveal a room that still had it's lights. The harsh white light drowned out the dimmer red emergency lights behind him, giving the room a stark contrast. The room had a single bed. Familiar looking medical equipment and not much else. A long counter extended across the far wall, but other than that, there wasn't anything else in the room.

The bed was freshly made and hadn't been lain in. There was no blood smell here, but the scent of Hydra's sickly sweetness was heavy and unmistakeable. Beneath that though... familiar. Something smelled very familiar and stirred a thought of reading in the floor of the living room while his mother and father watched TV on the couch.

Parker, M.

Parker, Mary.

Mary Parker.

His mother.

That's who'd been here. Ed Whelan's memories refused to give him any clues. The image of his mother laying on the bed, naked but for the sheet and the straps rose back up, but it told him nothing. The familiar- family- scent seemed ground into the room. Part of it. Had she been here since they told him she'd died?

Five years strapped to that bed? Peter turned away from that neat and empty little room. The only empty room he'd seen thus far. All the others had at least four or more mindlessly shambling infected. No one else seemed to be like he was. At least no one who was interested in letting the other monsters see that they'd kept their minds.

Peter moved to the last door. This one had a closed door as well. It had it's own cardboard card. Older. The cardstock was yellowed and seemed crumbling. The ink had faded from it, but it was still readable. The letters hadn't been a printout. They looked like they'd been done in a typewriter: **Subject 0002: Drew, J.**

He stared. Could that have been Johnathan Drew? He had to wonder. Had it been one of the men from the photo that had survived Middletown, Arizona?

The anonymous wit with the spikey handwriting had also written something in blue ink below that typewritten name: Madame Hydra.

Peter had to stare at that even longer. Well, he knew that with the Hydra he actually could turn himself into a woman. It wasn't that far of a stretch to imagine someone else might've gotten turned that way. Or the name... Madame Hydra... was meaningless. Or this was someone else with the last name of Drew.

Someone else who also seemed to be subject 2. Someone they'd had practically since the beginning.

_Someone from Middletown, Arizona, perhaps? _His voice drawled.

The door had a lock. On the outside. It wasn't actually locked, but it caught his eye nonetheless. He opened the door to the last room slowly.

Inside, it was just as brightly lit as his mother's room had been. Everything had been pretty much the same. The monitoring equipment, the counter in the back of the room and the bed with the thick leather straps.

The only real difference between the previous room and this one, was that this one was occupied.

A woman... no, a girl was on the bed. She could have been around seventeen or eighteen. She was absolutely gorgeous. Pale, creamy skin. Her face had strong cheekbones, but was rounded enough to avoid being severe. Her lips were full, sensuous and blood red. Her nose was upturned just a tiny bit at the end. On anyone else it would've looked cute. Taken with the rest of her features, the results were stunning.

Her fall of midnight black hair spread down to the small of her back. A few loose strands drifted before her face, but concealed nothing. All she had on was a loosely draped hospital sheet like a barely adequate toga that did little to conceal the fact that her figure was lush, full. Sweetly curved and very feminine.

Her eyes had been closed and her lips curved into a singularly sweet smile.

The scent in the room washed over Peter and completely drowned out the slaughterhouse scents at his back. The room smelled clean and crisp and soothing.

It made him think of long lazy mornings curled up in bed. Of spice and olive oil and lilacs. Of home.

She made him think of waffles.

He stepped into the room, shutting the door behind him, not wanting to risk the stench following him in. The terrified, rational part of Peter was screaming for attention.

Something was clearly not right, but the majority of Peter was certain it would work out. He just... he was so tired all of a sudden, he realized.

There was a bed.

Her smile turned welcoming and she extended a hand to him, beckoning him closer.

He moved closer, dreamily. She could let him rest. No more worries, or cares. Safe and warm in her embrace... his body pressed up against hers. How those lips would feel against his...

He licked at suddenly dry lips at that thought and it seemed to open a floodgate inside him. He wouldn't just rest... he could be doing things with her. Delicious things. Wicked things. Images from Cletus memory rose up and where he would have been disgusted and repulsed, now he was panting. His breathing rose sharply, the scents swimming in the air rushing into him.

Her smile continued to be welcoming, both arms out to him now, eager for his embrace. Her sheet was slipping slightly and she was bare inches away from indecency.

He stopped. His desire warring with a certain innate awkwardness that not all the changes in the world could quite take away from him. What did he know about women? Come to that, what woman ever wanted him to do... _It's a trap, doofus!_A voice in his head that sounded vaguely like MJ's screamed at him distantly.

He took a step back as he took another deep breath. This time the pleasant, homey scent about him had changed. There were undertones of Hydra shot through it. The sweetness was turning cloying.

A tiny crease marred the perfection of her brow as she realized that he'd moved away. "Come to me," She whispered. Her voice was husky, as though with disuse. There were odd echoes to it, as though she were speaking to him from the bottom of a spectacularly deep well.

"I'll... uh... I think I'm fine here." Peter stammered out, fighting against the compulsion to do exactly what she wanted. Fighting down the images of the rewards she would give him for his obedience. She would give him so much...

She considered his reply as though startled by it. She scooted forward, slipping off the bed with a liquid sensual grace that captivated Peter. She walked slowly towards him, every move an invitation. She kept her eyes closed, but she seemed to have no difficulty moving towards him.

Peter backed away, a frozen rictus of a smile on his face. She smelled so good. Even from almost halfway across the room, he furiously fought down the urge to just melt into her. To reach out and open himself and welcome her into his body.

He shook his head and took another step back.

She stopped her head tilting as she regarded him. "How are you doing that?" She whispered.

"Doing what?" He asked awkwardly, backing up some more until he felt the door behind him.

"Resisting." She replied.

"Uh... clean living?"

There was a brief flash of a smile, showing her teeth. It had nothing to do with humor. They were bright and flat and too white. Almost like the Drago's. Did the Hydra perhaps include teeth straightening as a side-effect on top of the other mutations it brought? Another potential money maker!

Her delicate pink tongue darting out between those teeth broke up whatever other thoughts his mind might have thrown up. His mind yammered, desperately trying to keep thinking. Trying to keep his mind from just locking up and just giving way to his need for her. His hunger...

"Oh." She said, her expression falling into pleasant surprise. "You're the one that got away." She clasped her hands in front of herself and murmured happily, "And you came back to me."

The one that got away. Ed. Whelan had somehow resisted this. Resisted her. Boring, ratty old Ed Whelan had somehow managed it and... and maybe everyone else hadn't been quite so far gone and they'd managed to send Smith and Jones out to bring him back... the perfect distraction while whoever this was took the rest of the place with rats.

"Who are you?" Peter asked, trying to buy time for himself. He had his hand on the door. She was beginning her slow, liquid strut towards him. Her bed sheet toga fluttering against her body with every movement.

His eyes tracked all of that perfectly.

She smiled sweetly once more, her eyelids still lowered, her lashes fluttering lightly in a fetchingly coquettish expression that still kept her eyes hidden. "You know who I am, Parker." She said with a gentle, chiding reproof. "I'm Jessica." She whispered huskily.

Peter wrenched the knob open and practically threw himself outside of the room

He locked the door, but he may as well not have bothered. One moment it was there, steel framed, steel core and solid. The next, it simply wasn't.

She had wrenched the door open with her dainty little bare hands, the metal of it twisted beneath her fingertips. With barely an effort, she had pulled it off it's hinges with a momentary scream of protesting metal. She held the door in one hand, fingers dug into the warped metal, as she stepped through the doorway.

Peter backed away hurriedly until he slammed his hip against one of the tables. He winced. It hadn't hurt much, but it had startled him. Although, not as much, he had to admit, as seeing her tear the door off. Nor as much now that she was holding it in hand.

"Come here," She whispered and Peter felt it now. A surge coming from her, the sickly-sweet carrion of the Hydra suddenly becoming simply sweet and delightful and so... so reasonable.

He took that as his cue. He whirled on his heel and made a break for the door.

He wasn't consciously aware of the moment she'd thrown the twisted door towards him. He hadn't seen it. Perhaps he'd heard the rush of air as she'd swung it to throw, perhaps he'd felt the air being displaced as the door was suddenly and sharply hurled towards his back.

He was not consciously aware any of these elements when instinct suddenly told him to throw himself flat on the floor. The door sailed overhead, smashing hard into the opposite wall. It embedded and stayed there for a long moment, before it suddenly fell out with a ringingly solid clang...

He scrambled back to his feet, mind automatically calculating just how strong she would had to have been to do hurl the door like that. He spared a moment to glance over his shoulder to Jessica who regarded him with pursed lips and distant interest. "I'm going to have to insist." She said huskily, beckoning once more.

Roars and snarls came from the door closest to the open exit out of the red-washed room in response to her movement.

Peter stared as five hulking, massively muscled seven foot tall creatures staggered out of the first room he'd looked into. Tatters of their uniforms still clung to their bodies here and there, but by and large they were naked. Their legs were oddly hinged, like a lion's, forcing them to balance their immense bulk onto relatively tiny feet. Their immense hands were tipped with claws, comparable in size to the talons the Drago had sported. The lower half of their faces had elongated slightly, becoming prominent. Their lipless mouths revealed the same sort of needle teeth that the trackers had, only larger. Sharper. Their heads were uniformly bald and bulged oddly. Their eyes were gone, leaving only the blank, tumorous and oddly swollen faces.

Despite the lack of eyes they managed to stare.

The tremendously muscled bodies had tufts of hair around the neck and shoulders, running a ways down their chests.

_Manes. They have manes,_Peter drawled to himself, focusing on that detail to stay analytical, desperate to keep himself from gibbering in terror. Like a pride of horrific, massive lions. The Kravenovs. The Hunters.

They snarled and closed in on him.

Peter looked from the hunters, blocking his route to freedom, to Jessica. The girl stood hipshot, one hand to her bare hip, Her eyes were finally open and they glowed like crimson lamps. Not just the pupils like a tracker or a Drago. Not even like Peter's eyes. Jessica's were brilliant blood red from end to end.

She smiled at him. Teasingly now. Wickedly.

He still wanted her. Just having her there made the smells all around him all the more terrible.

He turned his focus back to the hunters.

This was reminding him far too much of the last time the Football team had chased him down. If it turned into a repeat of that, he would almost have been willing to put up with it. After all, you can walk away from a wedgie. But he didn't think they were going to let him off that easily.


	20. Chapter 20

- - -

Peter had always been good with numbers. The conscious and sub-conscious bits of calculation that let one figure out where a thrown object was going to land was part of that. So was determining where a swung object would arrive at a given point in time.

That had always come easily to him. The main stumbling block between Peter and burgeoning sports career mainly lay in the fact that he still hadn't quite entirely hit his growth spurt, for one. For another, his poorly coordinated, nonathletic body was absolutely terrible at following the commands his brain kept trying to supply. All the meticulous and neatly calculated equations in the world won't let you get a basketball into the hoop unless you could actually get your arms to generate the correct forces at the necessary angles on a consistent basis.

This had previously been the problem.

On the other hand, Peter's transformations had removed that limitation from him. He watched the hulking once-human beasts charge at him. The one closest leaped towards Peter and his mind whirled.

He dashed two steps toward the leaping Hunter, driving his arm forward with a straight-armed blow from his shoulder. As his foot planed down and he delivered the punch, he let the heat suffuse him, the red haze shifting mass back from wherever it was that it had been tucked away. He felt the full weight of his body fill him for just fraction of a second. Hundreds of pounds. Just long enough to meet the Hunter.

It probably still outweighed him by a good two or three hundred pounds. More if it had the same density trick that he had, but there really hadn't been much time to consider these things.

His fist smashed into the leaping Hunter's face, with a sickening crack. He felt the muzzle of the thing crumple against his knuckles, it's own weight driving it forward and down onto Peter. It's head stayed in place, but it's momentum, caused it's body to continue forward practically flipping it's torso and too small feet towards Peter. He leaned in to the punch, continuing the motion downward, arresting the Hunter's forward momentum entirely and smashing it into the concrete, breaking through the carpet of flesh underfoot.

His body flashed with heat and haze once more and the weight left, but he could feel that he'd burned through more of his biomass with that trick. He couldn't pull it off on all of them, he'd end up burning himself out entirely and he wasn't sure what would happen if he did that.

That was even assuming the rest would fall for it. The other Hunters stopped and regarded him warily. The animal cunning in their eyes told him that no, they weren't going to fall for it. It wasn't going to be quite that easy.

He pulled his hand back, straightening up even as his fingers whipped into a frenzy of tendrils, absorbing the blood and bone chips into his flesh. The face on the one he'd punched had collapsed into itself, but it was like Cletus all over again. Despite an injury that would've killed anything less robust, the Hunter's limbs still twitched and flailed spasmodically, it's chest heaved and pulled whistling breaths through it's ruin of a face. On the other hand, it didn't look like it was going to get up any time soon.

He hoped.

He stood and glared at the other four Hunters, then back to Jessica over his shoulder. "Call them off." He growled with a bravado he did not feel.

She gave him a small, pleased little smile and shook her head. "Make it messy," She whispered in her husky voice. She leaned against one of the tables, then scooted herself up onto it, crossing her ankles demurely. The move was just all the more alluring given that she was still only wearing a thin sheet.

Peter noted absently that she was either cold... or enjoying herself a great deal.

He paid for that momentary inattention as two of the great beasts surged forward. Running, not leaping. Peter tried to move out of their range, but their arms were deceptively long and despite their bulk, whip-swift. One massive paw tore four brutal lines across his shoulder. The other missed his head, but only by a whisper. He back-peddled madly as the two began clawing and swiping at him. Another swat burned lines of fire across his chest. All the cuts were bleeding profusely.

His heart beat harshly and terror surged up his spine. He was going to die. He was certain of it.

He was forced to keep leaping, ducking and dodging, fear lending him even greater speed. He was just barely keeping from being torn apart by their claws. As the two engaged him, the other two moved to his flanks, herding him, forcing him between them all. He recognized what they were doing. Discovery channel to the rescue again. Wolf-pack tactics. Harry the prey. Keep it disoriented, terrorized and confused between their coordinated assault.

He felt a flare of temper that cut sharply through his fear. He wasn't prey. He was not going to let them get the satisfaction of treating him like that.

_This wasn't Flash Thompson chasing him down for his lunch money,_ came his thoughts, _If he lost, he was going to die_.

The weaving chase had led Peter almost halfway around the room. The Hunters had caught him a few more cuts. Smaller ones. He wasn't tiring yet, but he knew it would only be a matter of time before they pinned him down. Once they did, they were going to tear him apart.

And there was Jessica, still smiling sweetly, smelling delicious and watching as though the whole thing interested her as much as watching a group of kittens playing.

His anger flared hotter. He had never really been much of a fighter. Cletus's plundered memories and reflexes had given him some advantages but they weren't going to be enough. He needed more. But that was the trick wasn't it? He realized. Every fight he'd been in had always given him more afterwards. Every new victim... every life he snuffed out made him that much stronger.

He needed exactly the weapon he'd taken advantage of in every fight he'd been in so far.

He swallowed down his revulsion. They'd been reduced to animals. Whatever else they might once have been, whatever kind of people they were before this monstrous thing had happened to them, right here, right now, they were monsters who were trying to kill him.

They had to be stopped so they couldn't hurt anyone else.

_At the moment, y'all need 'em stopped so they don't hurt you._ Cletus laughed.

He stopped in mid-dodge, no longer trying to avoid the vicious clawed hand swiping at him. He braced himself and did a high-kick that would've done any cheerleader proud, bringing one leg flashing straight up past his head.

The move was flashy and would probably have served no real useful purpose, save that he'd changed his feet into a Drago's clawed talons. His planted foot digging into the concrete to brace himself, the other, extending razor sharp blades through the attacking Hunter's arm near the elbow. The move sliced it's forearm off cleanly.

It howled in agony, withdrawing it's stump, but Peter caught the severed massively clawed hand as it fell and gripped it by the still bleeding cut end.

He swiped it at the other Hunter that had already started it's own attack and grinned savagely as it tore bleeding lines across it's tumorous face. It snarled, but fell back slightly.

That gave him a moment's breathing room as the two others tried to close in.

They moved well together. Coordinated. He suspected Jessica was directing them somehow or there was some sort of pack instinct inherent with becoming a Kavenov strain Hunter. It was their main advantage.

_Well... aside from being over seven feet tall, tremendously strong, and having massive bladed claws on their hands._

Peter leaped forward and drove both feet into maimed Hunter's chest. He let the heat flare momentarily, his mass returning to full so that the sudden shift in momentum let him drive his talons deep into the thing's chest, piercing skin, cutting into muscle. His full weight smashing into the Hunter overbalanced it, forcing it onto its back.

A tiny portion of his mind complained angrily about the indignities he was doing to the law of conservation of momentum, but the rest of him was too busy to deal with that.

His weight went back to normal and he groaned to feel more of his biomass boiled away by that trick. It didn't matter though if it worked.

He clenched the talons at his feet, trying to rip through the rib-cage so he could get to it's heart... wherever that was, but the bones were too hard and he didn't have enough leverage. The blow that took it's forearm off had been lucky, catching it at the joint and cutting through the connective tissue and gristle.

The Hunter under him did not react well to being pinned down. It reached up, intending to grab him with it's uninjured limb, but Peter swatted it away contemptuously with it's own severed hand. He noted absently that his hand had already begun unfolding into tendrils and had already partially absorbed the clawed forearm into his fist.

He smashed down, driving his free hand into the Hunter's face, pounding it hard enough into the concrete to crack it. It seemed momentarily dazed by the blow and that really was all Peter needed.

The talons driven into the Hunter shifted, becoming tendrils and he began to feed on it from the inside out.

Beneath him it screamed, high and keening. The others reacted instantly, diving at Peter to try and rip him off his victim. He did the numbers in his head. There was no way to finish feeding before their claws could get to him. He really wished he could do it faster, he could feel the tendrils from his feet writhing within the thing's chest and mid-section, but there was a lot to consume. The Hunter was huge. _With huge guts,_ his voice drawled at him. _Rip and tear._

He didn't have the luxury of standing still. He immediately relinquished his taloned grip on the flailing Hunter and half-leaped, half-scrambled away, his feeding tendrils flailing in protest at being interrupted. One of the uninjured Hunters actually landed on the one he'd mauled, claws tearing into it's half-collapsed chest, eliciting another agonized cry from the fallen Hunter. The one with the sliced open face snarled and managed to slice a still-flailing feeding tendril from his leg, a burning, white-hot agony. He landed in a sprawl on his stomach and scrambled to his feet.

He had deep, bleeding wounds all over his body. Behind him, a feeding tendril flopped around, one end severed clean. He was reeling and woozy. They were getting close to taking him apart, but he'd managed what he'd really intended to do.

They and Jessica were all on one end of the room.

Behind him, he had a clear shot to the door.

He hesitated for the barest fraction of a second as his primary instinct to make a run for it warred with a hungry, furious part of him that wanted payback. _We can take them,_ Cletus snarled. He noted absently that the forearm he'd been holding was gone.

His gaze met Jessica's, whose glowing red eyes regarded him with mild confusion. Her lips still curled up though and she beckoned invitingly once more. Whether it was her original implied offer or to taste what the Hunters offered, Peter wasn't sure.

What finally decided him was the first Hunter he'd put down. It was next to him and it shook itself, rolling over to get back onto it's feet. The carpet of coils and tendrils under it was withered and dedicated, Peter noted. It's face was still half-collapsed, but it had regained control of it's limbs and to the best that Peter was able to tell given it's complete lack of expression... it was ready for some payback.

That was it.

He ran for it, bursting out the door of the accommodation area.

They gave chase.

They were fast. Perhaps a tiny bit faster than he was. On a straight run, they probably would have caught him easily, but Peter wasn't making it easy. He jinked back and forth between the twists, taking turns at random. He was going with such speed that he'd had to practically run along the walls in places to take the turns he needed.

Even if the Hunters hadn't been keeping him within sight, they would have had no trouble chasing him down from the trail of blood he'd been leaving behind him. The pain from his wounds had stopped at least. The smaller wounds had already knit closed, but the larger ones kept reopening as he ran. He needed to stop somewhere and let those actually seal back up, but he didn't dare.

Jessica's glorious scent had been left behind and his mind was clear once more. Clear and in the process of getting chased by four angry Hunters. He really should've listened to himself when he said he'd wanted to leave.

Just as he bounced off another corner and into another long straight run corridor that ended in a T-intersection, he caught scents approaching. Fast. Plastic and gunpowder. His hearing caught boots, running hard and coming up to turn the far corner. Heartbeats, At least twenty men. And more than that.

He came to a decision and leaped for the T-intersection at the end of the corridor. Mid-air, he shifted outfits. The process closed up some of his wounds and the new clothes formed on top of his injuries. He could feel the wounds stay open, but they were out of sight. He landed in a roll in front of a Tracker, still in the uniform black hoodie and black jeans, which recoiled at his sudden appearance then began to growl.

Behind it were armed men in the beekeeper style hazmat uniforms, their weapons at the ready. The Thunderbolts were there and aiming their guns at him.

He pointed behind him and cried out. "Get back! Incoming!"

"Where the blazes did you come from?" The man in the lead asked. Peter recognized Sargeant Talbot's voice.

The Tracker's warning snarl interrupted Peter's needing to answer the awkward question. That was the only sound it was able to make before the lead Hunter, one of the uninjured ones crashed into it and began tearing it apart.

Peter took off in the direction away from the Thunderbolts, hoping to lure the Hunters away from them. He hadn't wanted to get anyone else in danger. Not even the jerks who'd shot him in the head. Unfortunately, they were too close and far too inclined to catch the Hunter's attentions. He heard explosions and gunfire behind him. He could hear bullets whining past as he poured on the speed. He chanced a glance behind him and noticed that there were only two Hunters still following him. The one with the half-collapsed face and the other that still sported the cuts. The other two had stopped to play with the Thunderbolts.

From Peter's brief glance, it looked like the Thunderbolts played hard. One Hunter appeared to already be down, torn apart by concentrated gunfire and the other was staggering back from what looked like a grenade explosion.

Which was good on the one hand, but now he would probably have dedicated Hydra killers after him as well as the Hunters.

It was at that point his cellphone alarm went off.

On top of everything else... he was running late too.

Peter and his Hunter playmates lost the Thunderbolts within minutes. None of them could've kept up. He was sure they'd get to Jessica's little hive in the accomodations area. They looked like they knew what they were doing. They were the professionals.

He really wished he didn't feel like he was abandoning them, but he had to go. He couldn't let them catch him. Another turn and Peter found himself pounding his way up to the entrance he'd come in through.

The way out was through there. And so was the hospital.

He didn't dare lead them there. He'd have to stand his ground again and hope that he'd have better luck with two than he'd had with four. Except that had been before he'd worn himself out running. Before they'd injured him. He could feel his blood sloshing inside his Thunderbolts uniform. He actually felt tired now, the first time since he'd really been this bone-weary exhausted since the changes had taken him, but he didn't dare rest.

Not til he'd gotten away. Or settled things.

A detail suddenly brought itself to the forefront of his attention once more. The biometric lock on the door needed a second or two to open.

That was it then.

Dead end.

Emphasis on dead.

Peter ran full speed at the door. There wasn't any helping it now. He let the heat flare once more and the red haze surrounded him, his weight shifting to draw him towards the door, allowing him continue his run vertically up, then another flare of heat and he was running on the ceiling. Then, speed still mostly intact, he leaped 'up' from his perspective, down from the normal one and let gravity take hold of him normally once more and flipped, driving talons first into the face of the rearmost Hunter before either of them had had a chance to react.

One taloned foot caught at the thing's throat and he tore at it messily. The other smashed into it's head, driving deep into the already collapsed muzzle and he wiggled his foot around...

_Like sticking an egg-beater into someone's eye._ Cletus murmured approvingly.

The Hunter fell, thrashing once more. It had no control over it's limbs, but it's wild flailing made it obvious that it still wasn't dead. Peter was sure it could recover from even this, but he didn't need to outright kill it now. Just incapacitate it while he dealt with...

The second Hunter with the clawed face smashed a fist into his chest, throwing him into the curved wall. Peter coughed up blood inside the beekeeper helmet. He could feel at least one rib broken. Possibly piercing his lung. The others were bruised at the very least.

He grit his teeth as the beast lunged. It seemed to savor his weakness and it was eager to end their game.

He threw himself to one side as the Hunter dove at him. His side screamed in pain, but he fought it down. Fought down the terrible, aching hunger and exhaustion. He couldn't give in to it. He couldn't let it think for him.

It raked claws at him and he ducked aside once more, the pain in his side stabbing deeply into him, even though the Hunter missed. He got into position behind it and jumped onto it's back, wrapping an arm around it's huge neck.

The Hunter snarled and turned, intending to slam Peter against the wall and scrape him off, but that was exactly what he'd counted on. He swung his legs out suddenly. Taloned feet embedding in the wall to give him the purchase he needed.

One arm tightened it's grip around it's throat and his body began to unfold itself around the struggling Hunter. If he had a more reliable way of putting the thing down and making sure it stayed down he would have used it. That's what he kept telling himself as his tendrils drove deep into the open wounds in the Hunter's face.

That he was starving right now, having used up a massive chunk of his biomass in fighting them just made the decision to put the Hunter down by consuming it all the easier.

_"- what's happening?!"_

_"- never change, it's part of the poi-"_

_"He did what to Sleeping Beauty?! That's sick!"_

_"Called in to work late, sorry, hon-"_

_"- ders were to assemble in the Accomodations area. I don't know wha-"_

_"Ohgod. Ohgod. Ohgod. Don't let them tou-"_

_"I'm... uh ohgod... I'm a married ma- ohgod..."_

_"Yes, mistresssss..."_

He shuddered and dropped down heavily onto the floor. It... he... the Hunter had only recently been turned. Not so far gone that his conscious mind had been entirely destroyed. Whatever Jessica had done to him, whatever had turned him into a Hunter had blasted his own name from his own mind, but a few scraps of personality and memory remained. They probably wouldn't have lasted more than a few days, but Peter, had lucked out and now they were part of him.

He shook his head to clear it and walked towards the thrashing second Hunter. It made whistling and gurgling noises from it's ruined throat. It would almost be a mercy, Peter told himself. He couldn't risk the thing hurting anyone else...

_The Thunderbolts looked like they knew what they were doing. They could probably put this thing down. You just want another meal,_ His mental voice drawled. _Hell, ripping it's head off would probably do the trick._

Probably, he agreed. But he couldn't afford to wait and he couldn't afford to risk it. He was already going to be running late and he had to get away and it had to be done. Another life to steal.

He hated what he had become.

He spread his fingers, his hands blurred and became massive, lethal claws that would've been a match for any of the Hunters. He drove them into the flailing Hunter's chest and closed his eyes, bracing himself for the rush of a new set of memories as his feeding tendrils unfolded themselves from his arms and his body.

He opened his eyes after a few moments in confusion.

There had been nothing. Nothing else that he'd eaten before had given him absolutely nothing. No shreds of memories. No sense of identity. No lingering traces of its life in his mind. Just... bio-mass.

_Maybe pureeing it's brain before eating it makes the difference. You couldn't copy the Drago's broken wings, maybe you can't get memories out of a broken brain._ He told himself.

_Y'all should run some experiments. Eat folk with and without scrambled brains. See which ones have memories that stick._ Cletus supplied helpfully. Wordless, hungry agreement echoed in his mind.

- - -


	21. Chapter 21

Peter's escape almost hadn't happened. He'd switched to Ed Whelan's form once more and tried the biometric lock. After a tense moment the small screen had flashed, "Bellevue Hub in Lockdown. Red Protocol in Effect. Please follow security measures in effect."

He stared at those words, the adrenaline high from his victory over the two hunters running down, transforming itself to jumpiness and keyed up apprehension. So he was stuck. He eyed the doors speculatively. He massed about half a ton more now than he did a few minutes ago. Or rather he would if he did the red haze mass shifting trick once more. Lightening himself only seemed to chew through a couple pounds of biomass a second, but pulling his entire mass out of whatever never-never realm it had been stashed in chewed through over fifty pounds or so every time.

He tried to work out how much momentum he could bring to bear on those doors and knew that it would be more than enough to punch through the steel. On the other hand, he didn't actually have concrete data on how well his fist would fare if slammed into hardened steel at his maximum possible velocity. After the fight he'd just barely survived, he didn't really want to find out, scientific curiosity be damned.

He did want to give the Thunderbolts the impression that the Hunters had escaped. Force them to comb the city. Make them turn up the other enclaves or hives of infected out in Manhattan. Except he couldn't do that stuck at the door.

It made sense that the place would be in lockdown, though. The entire point of having the Thunderbolts was to keep the Hydra infection from spreading. Why did he think he'd be able to just waltz out the front door after they showed up?

He wondered if they would realize he was trying to exit through this door? The lock was obviously connected to some central database. It could make note that Ed Whelan was trying to make a run for it. Again.

That thought brought new urgency to things.

Jessica had managed to rip apart and throw a door of comparable construction, but Peter wasn't sure how he measured up against her in the straight strength department. He flexed his fingers and considered the claws. They could penetrate concrete easily. He did the numbers in his head and decided that it might be worthwhile to attempt to cut his way out when the screen next to the door flashed to something different.

**ULTRON Lockout Override.**

Peter stared for a long moment, but he heard the latch click open. He looked up and realized that the surveillance camera was definitely trained on him. It seemed to notice his gaze and the red light on it's underside that indicated it was working. Flashed.

If he'd been of a particular turn of mind, he'd almost swear the camera had just winked at him.

Peter shook his head and ran into the door. The second set of doors of the airlock arrangement clicked open as well as soon as the first set locked shut.

The small screen above the keypad was also flashing the **ULTRON Lockout Override.**

One more question, but he didn't have time to consider it now. He ran for the elevator and stabbed the button, impatient to be on his way.

He switched forms again as he made his way out of the hospital. He could just barely make out the grey light of dawn creeping into the city. He wasn't following anything anymore. He could take a swifter direct line route. He just hoped it would be swift enough.

Light was coming. More cars were on the streets now. The darkness that hid him before wouldn't last much longer, but he didn't really have time to worry about it now. It was close to a straight line shot north up First Avenue then back onto the Queensboro bridge. He ran flat out.

He flared heat over and over, the red haze flickering around him to keep his body light til the apex of each stride, letting him cover almost the length of a block with each step. He skidded onto the bridge and ran even faster.

Halfway across the bridge, his phone rang and he answered, without stopping.

"Where are you?" MJ's voice came, tight and worried.

"Almost back. Maybe ten minutes." He panted as he passed cars.

"Are you on the train?" Her voice came back, the tone curious.

"Nope." He replied, "Running."

"Well, that's what I told your Aunt you're doing."

"She's up already?" He almost stumbled.

"I told her you were going out for a jog. She looked skeptical." Her voice held a mild note of amusement, despite the tension.

"... uh, yeah. She would." Peter agreed.

"Just make sure to look like you're wearing sweats or something when you come back just so it looks right, okay?"

"Okay." He nodded, despite her not being able to see him.

"Did you find anything?"

"I'll tell you later." He replied tightly.

Peter had made it home with the sun already casting long morning shadows. He'd switched to sweats a little after he entered the Forest Hills neighborhood and slowed to a jog the rest of the distance to the house.

Just as well that the run back had been the cool down he'd needed to get his shaking back under control. He was covered in sweat and still looked a little wild-eyed by the time he stepped into the house.

Aunt May had popped her head out of the kitchen and stared at him as though seeing him for the first time and wasn't sure what she was seeing. Her expression had been pensive and drawn. That nervous tension hadn't gone away and she was tighter wound than ever. Some of it seemed to sag out of her on seeing him. "A jog?" She asked incredulously.

Peter smiled weakly, doing his best to keep the exhaustion out of it, sweat was dripping down the sides of his face. "I just... I couldn't sleep. Maybe... I don't know... see if I could sweat it out. Or something."

"Two days in a row now you've actually gone outside." She said, faint amusement coloring her tone. Peter could almost see the other thought rise into place behind her eyes. Two days since Uncle Ben died.

He hurriedly closed the door behind him and stepped in to kiss her cheek. "I'll go clean up, okay?"

She tried to smile, but it was little more than a slight drawing up at the corners of her mouth. Her eyes stayed sad and distant. "Yes, please." Then she seemed to force a little more amusement into her tone, some of it even made it into her eyes this time. "You reek of teenager."

He grinned and ducked his head. His eyes flicked up to the top of the stairs. His sense of smell had told him she was there. MJ looked down at him, her expression concerned and curious.

She tilted her head at him in a silent, "Well?"

Peter held a hand up and tried his best to urge with his eyes, "Later."

He ducked into the bathroom, switched himself to nudity and tried to scrub himself raw under the hot water.

He'd run along his own back-trail. Doubling back along the path he'd followed as closely as he could. He'd done his best to... not smell like himself, but he had no clue if it were even possible to disguise whatever scent he put out that alerted the Trackers to him.

He hoped they wouldn't find him. The Thunderbolts had been efficient in their disposal of the two Hunters. Peter had managed it, but it had been a massive struggle for him and he'd been hurt in the process. A lot. Granted all of those injuries had been healed- after a full meal- but they had nearly killed him.

The Bellevue Hive had terrified him. Jessica Drew had aroused and terrified him. Not even Anna Watson had inspired quite that level of... raw, aching hungry need in him. Nothing ever had. His rational mind had wanted to take a vacation and just let his instincts take over. Nothing had ever felt like that. It scared the hell out of him almost as much as the thought of dying.

The Hunters had only wanted to tear him apart. She had been set to turn his brain to mush. And she'd expected him to just obey. Something about that worried him even more.

He didn't know if coming back was the right thing to do. The smart thing to do would have been to lay low and hide. Find as deep and dark a hole as he could find and close it up behind him to keep them from finding him.

Logically, that's what he should have done. Or made a break for it. He could've easily made it to New Jersey in the time it had taken to run back to Queens. They'd never find him in Jersey.

He turned the water back up to full blast.

Except he'd come right back to the people he cared about. Possibly leading them to him.

But he had to. Aunt May wouldn't have... he didn't think she could stand the thought of losing him too.

_But at least she'd be alive,_ His voice retorted in his head. _We've got no guarantees with the Infected or with the Thunderbolts._

Another even more chilling thought caught up to him. What if he'd brought the infection back with him? He shook his head at that. No... he could smell the Hydra even when it was inert. There hadn't been a trace of that on him... unless it was something else. Something more exotic that he couldn't detect... it was probably too late to run himself through decontamination.

He switched to entirely cold water and let it beat on him. He had to clear his head. He needed... he needed to be there for Aunt May right now. To say goodbye to Uncle Ben. Then afterwards, there would be more time to think and plan out his next step. Hydra had been all over Manhattan. He had no clue if the Thunderbolts could even stop Jessica if she set her mind to it. The doors he'd gone through wouldn't stop her.

But they were the experts, right? They could take her. They had guns and rocket propelled grenades and high explosives. He was just a kid. It wasn't his job to stop her. He rested his head wearily against the side of the shower, letting the cold scour his thoughts. It wasn't his burden. It wasn't his responsibility.

It had been a lovely service.

The mortician had done his best, but they hadn't quite managed to make Uncle Ben look asleep. Peter looked and he could tell, undeniably that it was his corpse. If his enhanced sense of smell didn't tell him so, the complete lack of heartbeat would have been a dead giveaway. It was more than that, though. Ben Parker had been an animated man. He'd had a grin always at the ready on his lips, and there would usually be some wicked or off-color comment ready to fire. Seeing him there so quiet, so... grim-faced... the mortician had done his best, Peter had to keep telling himself, but there had simply been no way to capture the essence of the man in repose, no matter how much make up you used.

Peter had stayed with Aunt May through the whole thing. He was trying to be strong. He was doing his best to concentrate on the here and now and not worry about what had happened the night before or what was going to happen in the near future.

He was reasonably sure he'd pulled it off.

Fellow mourners, friends of Ben from his antiquing business and people from around the neighborhood, old family friends they hadn't seen in years. Everyone of these had given their condolences and mouthed platitudes and countless rounds of 'if you need anything just let us know'.

If Peter heard that last one again anytime soon he was going to scream.

The only one Peter had really wanted to speak to had been George Stacy, but there had been too many people and the best Peter had managed was a handshake and a quiet, "We should talk, sir."

The older man had nodded, but had to step away as another couple came up to offer their sympathy.

After they'd lowered the coffin and the dirt had been symbolically thrown in, Aunt May had needed to hurry away with Anna to compose herself. She'd managed to hold on to her self-control through the service, but she hadn't been able to keep from losing it when the coffin had gone in.

Peter couldn't remember when he'd last seen his Aunt cry. He felt lost just watching her. She'd always seemed to have everything so... together. Poised, composed, confident... he didn't see any of that now. Just a woman who'd lost the man she loved.

The other attendees had begun drifting away then. He imagined everyone to be in a hurry as they drifted away briskly. Almost like they were afraid that 'dead' was something communicable. Then again it was a graveyard. He didn't think anyone ever really got comfortable in one.

MJ moved next to him and took his hand, giving it a small squeeze, before letting go hurriedly. Almost as though she were embarrassed by the gesture. "Hi." She murmured.

"Hey." He replied, looking away, then towards her. He hadn't really paid attention, but she'd done something arcane thing involving make up and had somehow smoothed away the color from her bruises. The scabbed over cut on the side of her lip was still there, but she'd done something else that had brightened the color of her lips just subtly that had made the cut seem smaller. She was no Jessica, but Peter thought she looked gorgeous. If nothing else, he was fairly sure her appeal at least wasn't being artificially bolstered by some sort of drug-like pheromones.

Okay, she still smelled nice, but... he lost the thread of what he was thinking as he contemplated her eyes and it took him a moment to realize she had asked him a question. It sounded like she'd been asking more than one. "You spaced out there. Are you alright?"

He nodded and sighed. "Long night."

She stood next to him, somehow contriving to seem as though she just happened to be standing there purely by coincidence without actually seeming like she was specifically with him. Peter wasn't entirely sure if that had been intentional or not. He still felt too worn out to really care. She murmured, "For someone who can control how he looks, you look kind of terrible."

His jaw clenched slightly, but he forced himself to relax once more. "Yeah. It... it was bad." He ran a hand through his unruly hair. "I almost-"

Whatever else he meant to say, was forgotten when an tightly controlled male voice snarled from behind them. "There you are. Time to come home."

Peter caught the flickers of expression across MJ's face as she heard the voice. Fear. Revulsion. Fury. Stark, naked terror. All of these flitted across her face for the barest instants before her expression settled to something completely neutral. She chewed on her lower lip for just a moment before she turned and faced the man who had come up behind them.

He was about 5'10". He had dark brown hair that was slicked back and thinning at front, giving him a prominent forehead that he'd taken no measures to disguise. As though he was going to brazen through male pattern baldness. His eyes were small and furious, but the rest of his face seemed to be set in a smooth emotionless mask. He had a neatly trimmed mustache. He wore a suit in a dark charcoal grey. Not quite cheap, but it was off-the-rack and didn't seem to fit his muscular form well. The man was built like an high-school football player who'd let himself go, but was still powerfully built. The man smelled strongly of whiskey. Peter hardly had need of enhanced senses to catch the distillery reek hanging around the man lik a haze. He could barely make out the man's own scent through the cloud of alcohol fumes.

Idly he wondered what would happen if he lit a match next to the man. Would he, perhaps, catch fire?

Peter frowned slightly. There was something familiar to the cast of his features, but Peter couldn't quite tell what it was.

"What are you doing here?" She asked in a polite, neutral tone. But Peter could hear the quaver in her voice. The man glowered at her and she flinched back.

"I'm here to pick you up, stupid." He said bluntly. Despite the alcohol obviously soaking the man down, he seemed almost normal. Belligerent, obviously, but he wasn't swaying or slurring. That said he was used to walking around pickled to the gills. "Where's that slag, Anna?"

MJ flinched again. Her eyes flicked to Peter then back to the man, but she said nothing.

The man shrugged, "Doesn't matter. Come on. You've wasted enough of my time already." He reached out for MJ.

She shrank away from him. She took a step back and Peter stepped between them without another thought. "I don't think she wants to go with you." He said firmly. This guy probably would have completely terrified him a few days ago. Not that it would have mattered. His reaction would've been the same. He couldn't abide bullies. He likely would've been quivering in terror and his voice would have been far less sure then, but he liked to think that he still would have put himself between this man and MJ.

The man's eyes blazed with fury but the rest of his face stayed bland and unassuming. "What the hell? Is Anna teaching you how to be like her, you little whore? Found somebody to open your legs for so he can play hero? Is that it?"

Peter caught a glimpse of MJ in his peripheral vision and she'd gone pale. She was biting down on her lower lip so hard that he expected she must've been tasting blood. He realized she was biting down on a scream. That made the sudden shove from the man to his shoulder that sent him sprawling onto his ass a complete surprise. If Peter needed a way to be sure that his additional mass wasn't giving him more weight, this made that abundantly clear.

"If you were going to find someone to do that for you, stupid." The man snarled, "You should've gotten someone who wasn't a wimp." He turned his blazing eyes down at Peter, "I bet you're one of Anna's cast-offs aren't you? You look a little young, but I bet she's had you already."

He blinked up at the man. A few mental gears slipped slightly at the thought of Anna having slept with someone his age, but the logical side managed to slap it down before anything truly stupid escaped his mouth.

Cletus's voice rose up in his head, _Yeah. I don't think I like this jackass._Other thoughts crowded in close. Wordless, hungry thoughts. Cutting, ripping, tearing and biting thoughts.

Peter raised himself up to sitting position and the man snarled again. "Stay down, asshole. The little whore isn't worth it." He turned his face towards MJ. "I should know." He took another step towards MJ and she backed away once more, but there was a grave marked behind her and she bumped into it, eliciting a small whimper.

"I'll give you something to cry about." The man said, beginning to draw one hand back.

Peter surged to his feet, putting himself between the man and MJ once more. "I think you're done. Leave."

The bland mask on the man's face cracked revealing surprise. That gave way to fury. Peter noted absently that whoever this was... and he had a pretty good idea already who it was... wasn't used to people defying him. He also had a clear response to it happening.

The fist he'd drawn back to strike MJ reoriented and the man took a swing at Peter. This time he wasn't taken unaware. His initial thought had been to simply duck out of the way of the punch, but reflexes and muscle memory not his own rose up suddenly and his hand came up to grasp the man's wrist loosely and pull him off balance at the same time as the dodge. The man tripped over his own feet and sprawled face first at the ground in front of Peter, stunned.

Peter moved to MJ who was trembling and he said gently. "Go find Aunt May and Anna. I'll make sure he doesn't hurt you."

Her eyes, wide and terrified behind the blank mask stared up at him. She didn't move. She was barely breathing. Her pupils were tiny pinpoints.

The man bellowed and rose up. He clenched his fists and took up a boxer's stance. Peter had no idea how to judge such things, but impressions rose up that the man looked like he was a fighter. He knew what he was doing. The man was strong, fast and vicious.

A part of him murmured, the voice unfamiliar, _But not enough. He's only human, after all._

"Oh, you think you're hard? Huh? Know a couple of tricks and you think you're some kind of hardass? Is that why she thinks you can keep her from me?" A series of alternating hard jabs shot towards Peter and his newly acquired reflexes kicked in, weaving him around them. He didn't dare move too far out of the way, or the man would hit MJ.

He was faster than Peter anticipated and he was still getting used to the reflexes, which he realized had been acquired by a man larger than he was. His smaller form and shorter limbs messed him up just enough for a single hard blow to take him in the stomach.

It forced the breath out of him explosively and it had hurt. He almost felt like throwing up for a moment, but it had passed almost as soon as the spike of pain had hit. He could feel the flesh under his suit rippling and shifting. It probably would have completely taken him out before. Now... it was barely a twinge. He'd reflexively closed his hands around his stomach and bent over. If anything the pain had already passed before he'd finished the movement.

_Why the hell are you playing around?_Cletus's annoyed voice whispered. An image of his hand blurring to claws rose up and he had to stop long enough to shake himself free from that.

It was tempting. One swipe and it would be done. They were already in a cemetery anyway. What was one more body? Or he could take care of the evidence. It would be so easy. Right?

As Peter forced his own instincts down, the man mistook his expression for one of pain. He stopped long enough to gloat. "She's MINE! You're little ass! You asked for this!" Then he swung another punch at Peter's head that probably would've knocked out most people.

Peter could hear the voices clamoring in his head... or there were shouts coming from the distance. He wasn't certain which. His heartbeat was starting to thunder in his ears once more and his vision turning to the red haze. He fought it down and moved.

He turned, shifting his head out of the way of the blow and swept his leg out as part of the motion, pulling the man's legs out from under him in an almost gentle movement. The temptation to slam his foot into the side of the man's knee and simply dislocate the joint had been strong. The temptation to simply tear him open had been even stronger. With claw and talon and teeth and tendril, but he kept it down.

The man was down with his face on the ground once more, one arm trapped underneath him. This time Peter didn't give him an opportunity to get back up.

Peter dropped down, slamming his knee into the small of the man's back, driving what little breath he still had out of him. Peter reached his hands out, perfectly normal, human hands that felt too small for the work they were being put to, but they would serve more adequately than claws.

He took the man's free arm and twisted it up behind his back. Holding him there and keeping him from getting any leverage. Making it impossible for him to make any move without Peter being able to dislocate his shoulder with the slightest bit of additional pressure. His other hand tangled into the man's thinning hair and pulled his head back sharply, exposing his throat and eliciting a pained, confused cry from the man.

He leaned in just to one side of the man's head. He was sure the man could see his face in his peripheral vision. Peter spoke into his ear, his eyes flaring red.

"Hello," He kept his voice soft, but a bit of Cletus' drawl crept into it lending his words a relaxed, casual air that was completely at odds with the hold he had the man in. "I'm guessing you must be MJ's dad."

The man's face was turning red with the strain of the position Peter had him in. He made a wordless snarl of fury, but the color seemed to drain when he finally noticed the red glow in Peter's eyes.

"Right now, I am trying very, very hard to keep from doing y'all some permanent damage." Peter drawled out, "I would probably feel bad about it, but part of me is going to enjoy doing it. Gonna enjoy feeling you break into pieces under my fingers."

MJ's father... if that was who the man was... saw the sincerity and the hunger in Peter's eyes and swallowed nervously. Peter's fingers dug deeper into the man's scalp. "If you lay a hand on her again... if I so much as hear you looked at her wrong, I am just gonna have to accept that you don't like being able to walk. Or eat solid food. And I will have to oblige you your desires. Are we clear?"

The man's eyes bulged and Peter caught just a hint of fear beneath the impotent fury.

He liked it. A sick disgust clenched his stomach. He would have stopped then and there, but without meaning to, he added, "Are we clear, boy?" Cletus's voice whispered out of Peter's mouth.

The shouting had finally arrived.

Peter rose to his feet, taking an extra moment to dig his knee in deeper into the man's back and giving his hair a lingering jerk just before he stepped away.

Anna was holding MJ and trying to pull her away. MJ's expression seemed blank and worryingly empty, but when Peter looked more closely, her eyes blazed furiously. They weren't turned on her father though. They were on Peter.

Aunt May was there as well, her expression was strange and strained. She looked at Peter, as though not sure what she was seeing. He looked away from that and focused on the other people, but within a moment, she had closed in and began looking him over. "Are you alright?"

"I'm fine Aunt May." Peter replied tiredly.

"Where did you learn to-?" She began to ask.

He replied with a small humorless grin, still not taking his eyes off the man. "Discovery Channel. Who says you can't learn anything from TV?"

A few of the other mourners had drifted back. Rubberneckers and the curious were staring.

The man, stared at Peter warily, keeping his distance. He looked around at the rest of the people and said hurriedly, "You all saw that, right? He assaulted me! You all saw it!" He called out, hair in disarray, eyes wild.

Everyone else shuffled uncomfortably, but then George Stacy stepped forward, clucking his tongue, "Is that what happened?" He asked slowly. That close, even unenhanced senses could catch the alcohol fumes surrounding the man.

Glad for what seemed like a helpful soul the man agreed viciously. "Yes. Yes, he did. My name's Brian Watson. The nasty little bastard's trying to turn my daughter, Mary Jane, against me."

"Sound serious." George said with a nod and he drew his suit coat back, revealing the badge clipped to his belt. He glanced over to Anna Watson, then to MJ and there was a bit of silent communication there that went over Peter's adrenaline hyped senses. "My name's Detective George Stacy."

"Yes it is, Detective." The man's hateful eyes glittered triumphantly.

"I think you should come down to the station with me and we can talk about this some more." George continued in an unperturbed, unhurried voice as he moved over to the man.

"Of course," Brian replied, "I'll be happy to press charges against the vicious little animal."

George nodded and moved behind Brian, snapping a pair of handcuffs over his wrists before the man had even realized what had happened. He snarled over his shoulder in surprise, "Wha-?"

George Stacy's voice was amused and more than a little disdainful. "Everybody saw you try to hit Peter. Then everybody saw you get your ass kicked. You smell like a brewery. Even if Mr. Parker declines to press assault charges on you, you're looking at drunk and disorderly at least."

"You can't do this to me! I'll have your badge! Do you know who I am?!" Brian ranted as George gave him a hard shove and began leading him away.

George replied with a smirk. "You're a drunk asshole who tried to beat up a sixteen year old kid and failed miserably. You have the right to remain silent."

He looked over his shoulder at the Watsons and the Parkers. "I'll take care of this. I can come by later this afternoon to take your statement."

Aunt May gave him a grateful nod, then went back to fussing over the unharmed Peter who could only stare tiredly as Brian was dragged off and George rattled off the man's Miranda rights to him by memory.

A fight that hadn't ended in him eating someone.

A first.

Yay.

He'd managed to keep control and... and... he caught MJ's eyes and there had been a brief flash. An expression of ugly, hateful fury twisting the sweetness out of her face, just for a fraction of a second.

He saw her lips twitch and although no one else heard it, Peter caught it clear as day. The question hit him harder than the blow he'd taken from Brian Watson.

"Why didn't you kill him?"

He shuddered.


	22. Chapter 22

The ride back to the Watson house had been quiet and uncomfortable. Peter was starting to get used to that kind of awkward silence. There was something sad about that.

Aunt May had driven. Peter had shotgun. The Watsons took the back seat. Anna had talked at MJ the whole ride, speaking in a low murmur that normally wouldn't have been audible from the front seat, but Peter's hearing had been a little too good.

He'd done his best to tune it out. He concentrated on the radio, which was blaring out some smooth Jazz station that Aunt May liked. Or trying to concentrate on everyone's heartbeats instead of Anna's comforting babble.

That was pretty much what it was. Peter had been a failure at distracting himself and unfortunately far too good at eavesdropping. There had been a lot of telling MJ that it would be alright. That her dad couldn't get to her anymore. That "it wouldn't be like back on Staten Island". Peter could tell Anna wasn't entirely convinced, but willing to talk herself into it. MJ simply sat there, stiff and tense. His covert glances up to the rear-view mirror showed her face was in that blank mask from earlier. In contrast to their earlier fury, her eyes just seemed... cold and empty. Lifeless.

He was glad he'd never played poker with her. No, that was a bad joke. She looked... beaten. Not literally. There had been some smudges where her cunning make-up job had revealed the bruises beneath.

_She looked like someone ready for the chair_, came Cletus's drawl. Memories of his fellow prisoners as they passed by his cell on the way to old Sparky rose up. MJ's face didn't hold the acceptance that death was coming as an inevitability. That was different. Those men had walked with a light step. They had no more worries of fears. Those men had embraced what was coming and in so doing had been freed. No more burdens. They'd let all of those go.

MJ was the other sort . The kind that knew they were going to die. Knew it as a certainty and wanted no part of it. But neither could they do anything about it. The terror chased the desire to live, that chased the hopelessness that chased the terror. Round and round and round.

All of that filling the heart and mind up to overflowing til there's no room for anything. It's too much to sort through at once so her face had blanked out, not sure what else to show. There was an echo in that too of someone who'd been taught not to show anything, because if they did... bad things would happen.

That's what it looked like in the rear-view mirror. Peter crossed his arms over his stomach and tried to keep the shakes down.

Aunt May gave him a concerned glance then, but he gave her a small smile and shook his head, murmuring back that he was fine.

The fight hadn't taken much out of him. If anything, he might even have enjoyed that bit of sheer physical contest where his life hadn't been on the line. Not a life-or-death struggle against monstrous things... just a brawl where... where it so happened that he completely outclassed his opponent. Why had she said that? Was the thought that she could use him to kill her father the only reason she'd wanted to hang out with him?

But he couldn't. He wasn't... well... he was a monster. But he didn't want to be monstrous. He had to admit to himself that he was a killer. No question... but he wasn't a murderer.

_The Drago was just preemptive self-defense,_his own voice sneered back. That was no less murder for having done it to something that dangerous. Maybe he could get a pass because it was practically reduced to an animal, but he had chosen to kill it. He had held it down and done what he needed to do, no matter how much he had hated it or hated himself for it.

Some things need killing. A gruff voice murmured. The Gentek security guard who'd become the Hunter, he realized. The one who'd given him his hand to hand skills earlier. The man who'd lost his name and most of himself when he'd succumbed to Jessica's allure.

The line he'd drawn for himself he realized, were the infected. They had to die. But Brian Watson for all that he was a drunken, abusive animal that deserved to be put down for hurting MJ and being a hateful waste of a human being... Was he any less deserving than death? He was dangerous too. Was he any less capable of causing violence and destruction just because he wasn't infected with Hydra?

Was Peter being unreasonable in hoping to avoid having to kill?

_It would've been stupid to do it there, boy. Use your head,_Cletus scoffed.

He found it odd that the voice of Cletus had piped up as the voice of reason until he realized why that thought had occurred. Cletus was an expert at killing people and getting away with it. His reasoning was obvious. Cletus had no objections to killing Brian Watson. In fact he was all for it. He just didn't want to get caught. The graveyard had had too many witnesses. He would've had to have killed everyone to make sure no one caught him. In the full daylight and in the open? It would've taken too long.

Another wave of revulsion ran through his body at that thought of having slaughtered everyone at the funeral. Or it was queasy hunger. It was getting harder to tell apart and that was another thing that terrified him.

He'd protected MJ. That's what she'd asked him for right? To protect her. He'd done exactly that, so where did she get off demanding a murder from him?

He closed his eyes and sighed. If women were all this complicated, he probably was better off with being a hermit. There was a bit of wordless acknowledgement from the Donna part of him and the impression that wasn't quite words, but more the idea: _There's always men._

He shuddered at that too.

Peter had retreated to the bathroom almost as soon as they'd gotten back. He carefully stripped out of the suit he'd been wearing. Aunt May had made a point of purchasing it for him for the funeral. He hadn't had time to eat it and he was beginning to feel a little guilty about doing that to his clothes. As he set it aside, he stared at his reflection once more, his clothes reforming in a blur on his body.

It had been worrying him all morning. He realized belatedly that he'd switched out to nudity to take his shower that morning and hadn't actually fished anything out of his pockets first.

His wallet along with all of it's contents were perfectly fine. There was a damp, slightly tacky feel to the leather when he'd pulled it out, but it hadn't ended up like the dollar bill. IDs and everything still looked like normal rather than one of his bad photo-copy duplicates and he could drop them onto the counter with no problems.

The ring of keys from the Thunderbolt he'd knocked out in the alley in Manhattan. The man who'd been watching Ed Whelan's place. Anderson. That was it. It bothered him that he'd become so adept at violence that he couldn't even remember everyone he'd assaulted. As he set the keys down he remember the trick he'd learned from MJ and formed copies of the keys between his fingers out of whatever the plastic-like bone material he could produce. At least he didn't have to carry the keyring around. It made more sense to ditch them rather than carry them around.

The little plastic case that he'd put the scrapings from the side of the house and the hair samples from his shower however hadn't fared as well. What he'd pulled out of his pocket stuck to his hand and while the plastic case looked fine on the outside, opening it revealed an extremely biological goopy mess of tendrils within. It didn't have the Hydra smell. Not even the dead Hydra smell. It was just clearly all him. Not even the little plastic baggies had been spared. As he held the case in his hand, he shifted it and it broke apart into writhing tendrils before settling into his hand. He groaned. He'd have to sneak back to the house for some more samples and this time, he would make sure not to pocket it and hide it somewhere else until he could run what tests were he needed to do. He frowned at a thought and held his hand out. It blurred and he had a clear plastic baggie laying in it. The skin of his palm underneath the transparent material had gone the color of raw meat. Well, that's one more material available to play with, he mused. Then frowned.

He shifted to Cletus's jeans and hoodie once more, but this time instead of denim and polyester he thought of other materials. He knew the Hunters he'd consumed had been wearing scraps of their para-military uniforms. He was fairly sure those had been made of kevlar. He smiled as he felt the material covering him shift in feel to the tougher material. Well... hopefully that would help with any future bullets he'd have to take.

His own voice drawled, _Anticipating getting shot again. When did life turn into an action movie?_

He fished in his pockets once more and pulled out his phone. That at least seemed fine. The plastic case was sticky and he really didn't want to know what caused that, but everything worked. He frowned as he realized that there was a text message from an unlisted number and wondered how you would even be able to send a text without showing the originating phone number. The message read simply, "This is Hank. We need to talk." And there was a phone number with a Manhattan area code in the message. Which was also odd, since if the text had come from that number, you'd think that would have been in the text message's 'from' field.

MJ's anonymous phone came out last. It was also in good condition. He considered calling this 'Hank's' number with the prepaid phone. It could have been a trap of some sort. Whether the Thunderbolts or Jessica, he didn't know. Curiosity again. The same curiosity that had sent him into the Bellevue Hive.

He was about to dial when there was a knock on the bathroom door.

"Peter? Are you decent?" MJ's quiet, hesitant voice filtered through the door.

He stared, not sure how to reacted to the question. Actually not sure how to react to MJ period. She'd been nice to him. She'd listened to him. She'd been... friendly. But he didn't think he owed her a murder for that.

The door suddenly popped open and he flinched back as she poked her head in.

She was smiling, but it was forced. She looked tired. "Hi." She said quietly.

Peter's inability with small talk manifested once more and he grabbed at the first thing that popped into his head. "You didn't actually let me reply. Were you hoping to catch me naked?"

Her smile became slightly less forced and a small bit of animation lit her eyes. "You're naked right now."

He blushed hard and fought down the sudden, useless urge to cover himself with a towel. He was too distracted to stop her when she slipped entirely into the small bathroom and closed the door behind her. She was still dressed as she'd been for the funeral and her purse dangled from one shoulder.

They stared at one another, both trying to find something else to say.

"I could have sworn I locked that." Peter said finally.

"The lock doesn't work right." MJ replied, still quiet and pensive as she leaned against the door. "If you lean on it just right it always pops open."

"Ah." He replied as he took a seat on the closed toilet lid. There wasn't really room for him to go anywhere else unless he wanted to have the conversation from the shower.

Silence reigned once more.

Maybe trying to talk in the shower would've been more productive.

For all of Peter's cleverness with numbers, people remained one of those big mysteries for him. He licked at his lips as the silence stretched to a brittle and awkward length then finally decided that his best bet was probably to go with directness. He didn't know any other way.

"So... that was your dad." He made it as much a question as a statement.

MJ nodded miserably, unable to meet his eyes. Her arms had folded across her stomach, clutching protectively. "You should have stopped him." Her voice was soft but flat and lifeless.

"I did." Peter replied defensively. "Now the cops have him and-"

She looked up and the fury in her eyes silenced him. "And they're going to let him go. This isn't even going to be the first time the cops have taken him. He's going to get out and he 's going to be mad. Really mad."

Peter replied incredulously, "What was that earlier? His way of being friendly?"

MJ snarled. "No. No. He's going to be really mad. He's going to come back and I'm going to end up like mo-" She cut off sharply and looked away again. "He got away with that too." She continued, her voice dead once more.

Peter didn't need her to finish. "Why would the cops let him go?"

MJ sighed. "We're... we're well off. Money talks. And dad has... he knows people. He's got friends... some of them in the police. Some in the mayor's office. He's always been good at talking to people. He'll convince them it wasn't anything he did. He'll make them think MJ's just... 'acting out' again. And nothing's going to change." Her voice got quieter and quieter as she spoke. Her hands clutched harder at her stomach and Peter realized that the bruises on her face hadn't been the only ones she'd had. "He'll just be madder. So... he'll hit harder. And take... longer to finish."

Peter's expression grew hard, he wasn't sure if she meant it took him longer to finish hitting her... or something else, but he blurted out, "That's sick."

"That's what happens." Her voice was flat once more, but she seemed to catch the look on his face and she responded with a snarl, "You're going to call me a liar too now, aren't you?" Her eyes were blazing again and he wasn't sure he knew how to deal with her bouncing back and forth between surrender and anger. It was surreal.

Peter held his hands up in a placating gesture. "No. Of course not. I saw your dad. He's an animal."

"A rabid animal." MJ said, taking a step forward and putting her hands on Peter's shoulders. Her eyes met his and he couldn't quite reconcile this with the sweet, teasing girl who he'd spent the day with. "You know what you have to do with a rabid animal, Peter." She said, her voice was quiet and dead again, but there was urgency in it. "You need to put it down."

Peter gestured helplessly, not sure how to respond. Not sure what response he could give her that wouldn't set her off.

"You should have." She snarled out, but then she swayed and seemed to catch herself. Peter got back to his feet and helped hold her upright.

She chewed furiously on her lower lip. "I'm sorry... I'm sorry... I just... I don't mean to take it out on you." She said with a weak smile. The fury seemed spent and she was almost herself again. Assuming the 'herself' she'd been showing him yesterday was the real thing. "I'm... I'm really mad at myself. Not you. It's not your fault."

"It's... uh... it's okay." Peter said slowly and uncertainly.

"No, I'm... I shouldn't have tried to rely on you to do it." She said softly and seemed to be content to let him hold her. "When he showed up I was actually going to do it myself. I was ready, but I just froze."

"What're you talking abou-?" He began to ask, but she unlatched her purse and reached into it. She pulled out the handgun they'd stolen from the Thunderbolt.

It looked absolutely massive in her dainty little hand.

He stared and she nodded, tucking it back into her purse. He was stunned that she had it on her at all. His sense of smell had picked up on it, but he'd glossed it over. The unused gunpowder and gunoil smells had been there, but masked by MJ's scent. It frightened him that he could have missed that. Even more the thought that she had been planning on using it. She'd joked that hanging around him was dangerous, but he'd never imagined that she might actually have really meant to use it for real.

"I was so scared." She murmured, pressing against him and her warmth felt delicious considering how cold he suddenly felt.

"I knew I could do it. I had the gun. I just couldn't reach in. It should've been easy, but it wasn't... and I didn't mean that, okay?" She looked up at him, meeting his eyes and hers were clear but worried and tentative. She seemed even younger than she actually was. "I don't really expect you to kill him. I'm a big girl. I don't want to be a weepy damsel in distress." Her voice hardened and she clung harder to him. "I can do it myself."

She sounded like she wanted to convince herself as much as him. Peter swallowed nervously.

She looked into his eyes and hers glittered once more with that ugly hardness that he'd only seen in flashes. "When I do, though... can I ask you for a favor?"

"... um... sure?"

"You can take care of the body, right?" She asked seriously.

"You're asking me to help you dispose of your father's corpse when you kill him." He said very slowly and carefully.

She nodded solemnly.

He licked his lips and she mistook the nervous gesture for one of hunger. Her smile came back. Sweet and bright and beautiful.

Peter stared.

Then almost jumped to the ceiling when another knock sounded on the door.

"MJ are you in there?" Anna asked gently.

Peter expression turned panicked and he was all set to look for a window to exit out of, but there wasn't one. He briefly considered if he could fit into the air vent above him.

MJ seemed completely calm now and held onto him gently, "Yes, Aunt Anna. Peter and I were just talking."

Anna popped the door open and looked in, taking note of the light embrace the two teenagers had. Her expression was unreadable and Peter realized MJ must've learned it from her. "Just talking?" Anna asked gently.

Peter caught the wicked grin on MJ's face as she replied, "Well, I was just about to offer him a hummer in the shower to cheer him up."

Peter sputtered. Anna laughed just a little and he noted that she seemed relieved that MJ was cracking jokes.

Anna folded her arms with mock sternness and the motion did interesting things to her cleavage which almost distracted him from the feel of MJ against him. "Better not, young lady. We've got lunch in a bit and May's much more conservative than I am."

"Uh... that's true." Peter coughed, still a bit nervous.

Anna continued, her expression still mock stern, "Wait til she goes to bed."

Peter's expression was stunned. MJ began giggling. Anna couldn't keep up the expression and her face cracked into a smile.

MJ slipped away from Peter and gave Anna a fierce hug before she went up the stairs to her guest room..

Anna continued to regard Peter for just long enough for a blush to begin to form on his face. "I'm glad you were there, Peter."

"Thank you, ma'a- I mean, Anna." He mumbled.

Anna said seriously. "I've never seen MJ bounce back from seeing Brian that quickly. I've never seen her take to someone as quickly as she's taken to you." She smiled and it was directed entirely at him. "You're something special, Peter."

His blush deepened and his words tripped over themselves. He wanted to tell her that there was definitely something wrong with MJ. That there was a gun involved. That MJ was planning on murdering her father. He could tell Anna, but then MJ would feel betrayed, wouldn't she? Then she'd tell everyone about him. About what he could do.

He stood, stammering and blushing and torn as Anna took a step into the bathroom and gave him a hug, which completely froze him. MJ Watson had been very nice... very pleasant... Anna Watson was... something else. His contemplation of the brief contact was cut off as she kissed him lightly on the forehead. "That's for protecting her from her father, Peter."

He swallowed nervously and he could almost swear the point of contact tingled and burned. She leaned in once more and kissed his cheek lightly and smiled. "That one's from me." She said and stepped back, her expression dark. "Brian was never picky about who he'd hit when he got into one of his moods. It was fun seeing you kick his ass." Her smile had come back.

Peter's brow furrowed as he interpreted that statement quickly. He forced his nerves to settle and simply replied quietly. "He won't touch you or MJ. Not while I'm around."


	23. Chapter 23

- - -

He was not fleeing.

That would have been cowardly.

He was... in desperate need of some perspective. And distance.

He'd managed to keep up the smiles and suppress the nervousness all throughout lunch, but Aunt May had picked up on it and he'd simply told her that he needed a walk.

What he needed was to get away from MJ a little. It was... okay, she completely freaked him out. He'd tried to keep his imagination from working overtime on what she had told him, but the Cletus part of his hindbrain was more than happy to keep throwing up images of women beaten and hurt. Then editing in MJ's face into the scene. Or Anna's. So he had gone for a walk.

The faint trail of Hydra that he'd followed from the Sandoval deli still lingered in the air, but he noticed something else. The dead Hydra scent that had suffused the scene just the other day was completely gone. Their house was much the same. The samples from the back wall that he had hoped to replace were gone as well. So... he had no way to check against Ed Whelan's DNA. Well... there were probably still samples of Peter Parker DNA in the bathroom, but those rust colored stains were completely gone and the rosebush he'd thrown up in had vanished. Where it had been previously was just a hole in the planter. He suspected the Thunderbolts team had cleaned it all up while they were there.

That made sense. If that stuff was a potential source of infection- _like you-_ it made sense to get rid of it. This just made it clearer that the Thunderbolts really were trying to keep Hydra from spreading.

Running back to Manhattan to find out what had happened to the Bellevue hive was starting to look more interesting by the moment. At least he wouldn't have to think about MJ.

He stopped next to a corner laundromat and lifted his head, inhaling deeply. There was a scent of dead Hydra in the air. The traces were heavy, but it wasn't along the trail the van had taken away from the Sandoval deli. He walked, following the trail of scent. It let him take his mind off things for a little while. He didn't run. He just walked at a normal pace, stopping every so often to take another deep breath and make sure he was still on track. The secondary trail had led away from their street. Away from the deli and the Parker home.

He hadn't really been paying attention to the route he'd taken. He'd gone past the post office, then a few more turns led him to where the trail finally led. He was on Austin street, at the corner of Yellowstone Boulevard. He had a moment of panic as he wondered if whatever was infected with Hydra had holed up in the Junior High School, It would have made for an ideal spot to hide out in, he realized. No one was there during the break. Lots of privacy to let the infections run it's course.

But the scent had been dead Hydra. Not a living specimen. It had a flat, unappetizing carrion stink, but not the rampant slaughterhouse smell of the living stuff. The more he stared the clearer it became that the scent was coming from behind him.

It came from the somewhat familiar blocky old building that had seen better days. Here and there external air-conditioning units leaned out of the multitude of small windows attesting to the lack of central air-conditioning. It had been painted recently. A functional gray that made the whole thing look even more drab than it's old-style design did.

Only a small portion of the entry area, which sported a front door that was glass in an aluminum frame, had a bit of a nod in the direction of style. The section had been covered up with dark marble fronting that had been polished to a high shine and managed to keep it despite facing the street. There was a badge painted to one side of the front door, right on the marble-esque material and gold letters proclaimed it as the Police Station.

He frowned and began to wonder why there would be any samples of Hydra, dead or alive in the police station when the obvious thought occurred to him. Whatever evidence the CSI team that had been at the Parker home must've still been there. Probably not from the Sandoval deli, since the Thunderbolts were already on the scene before the cops had gotten there... except why would the T-bolts clean up crew have missed whatever the police might have had?

Unless Detective Stacy decided to keep some of the evidence for himself since he still seemed set on continuing the investigation.

Peter set his jaw. He needed to talk to the man anyway. More vague memories of how close George Stacy had been to his father floated up. Maybe he might have some advice... at the very least he might be able to do what he could to make sure Brian Watson stayed in jail where he deserved.

He crossed the street and noted a familiar looking woman standing a few yards away from the front door, in the process of lighting up a cigarette off the butt-end of another one. There was a look of fierce concentration briefly as the tip lit up cherry red, followed almost immediately by an expression of supremely blissful satisfaction.

She dropped the finished butt to the sidewalk and ground it out even as she took a deep drag of the new cigarette in her mouth. Her eyes were practically rolled up into her head from the amount of sheer pleasure she was taking in the cigarette.

Cigarette break, Peter figured and that seemed obvious enough. Although the amount of enjoyment she was taking in her nicotine fix bordered on the erotic. Obscene. He meant obscene. He shook his head to clear it and he clearly recognized the tightly bound auburn hair and sharp features. She'd been trying to calm Detective Stacy down when he'd been talking to Sergeant Talbot. Wolf. Or something. Detective Wolf?

_DeWolffe,_ his own voice supplied in his head, the memory of the earlier conversation playing back.

He caught her eyes flicking to him, then away again. She'd caught him looking at her. He averted his eyes immediately and walked past her. Great, now she would think he was checking her out. Which he was not doing. At all. Granted, she was a striking woman, despite probably being older than Anna Watson.

_Who you don't have a problem lusting after,_ his mental voice drawled. He told himself to shut up and stop thinking about it.

He walked into the station, doing his best to not latch onto Detective DeWolffe's scent, which was thick with cigarette smoke and gunpowder and musty papers.

The place wasn't that busy and the desk Sergeant looked up with a tired, but politely inquiring look at him.

"Hi," Peter said politely. "I'm looking for Detective Stacy?"

The man gestured vaguely to the stairs. "Second floor. You'll have to sign in-" He was interrupted by Detective Stacy coming down the stairs, in the process of drying his hands on a paper towel. His eyebrows lifted on spotting Peter.

"I wasn't planning on calling you til later this afternoon." George said with mild surprise once he'd walked up to Peter and shook hands with him. .

Peter nodded. "I... I was just walking around. Ended up here. Did you have some time?"

George ran a hand through his hair and smiled tiredly. He could tell the man hadn't had much sleep. "A little, I guess. I was just about to run down the street a bit to pick up something for lunch." He shrugged, "I usually brown bag it, but I forgot today."

"I can walk with you." Peter offered, to which George nodded.

They left the Police Station and only briefly stopped in front of Detective DeWolffe.

"Hey, Jean? This is Richie Parker's kid, Peter." George said, inclining his head towards Peter. "Peter? Detective Jean DeWolffe. My partner."

She extended a hand and Peter shook it. Her grip was firm. Her fingers were calloused. She sized him up with a single sweeping gaze, the cloud of smoke still wreathing her features. "Nice to meet you," She said in her rough voice. "Condolences on your Uncle."

"Thank you," He replied quietly, withdrawing his hand from hers quickly.

"I was going to go grab a bite at the corner. Did you want anything?" George asked.

She shook her head. "I've got crackers in my desk. Cigarettes in my pocket and Sanders just put a fresh cup of coffee on. I've got everything I need."

George nodded and that was that.

They walked a ways up the street and away from Detective DeWolffe when Peter finally spoke. "I talked to MJ about her dad."

George nodded. "You're pressing charges, I'm guessing?"

Peter nodded back. "I want to. MJ says he's got money. And friends. He's gotten out of it when they tried to put him away before."

The detective seemed troubled by that. "Guy's got a record. Well... sort of. There's a bunch of ones that sort of start, but then get immediately dropped. Mostly drunk and disorderlies. A couple of assaults." He frowned, "His kid... I saw the bruises under her makeup. Those kind come from someone taking a swing at you." He let the statement linger.

Peter nodded. "They're from her dad." He confirmed.

"She ever try to get help?" George asked.

"I got the impression that she's tried." He replied then shook his head. "She doesn't think it'll do any good. He turns it around and gets her blamed for making up stories. Then he gets mad." Peter pinned George with an intense gaze. "I want to help her, Detective Stacy. I really want to see this guy put away." He wondered if he should tell the older man about what he thought she might do, but he kept quiet. He had to. If he could at least keep her father locked up, then maybe MJ wouldn't do anything hasty.

George shook his head. "The guy kept claiming he'd have my badge. Said he was going to 'destroy' me. He's been in the drunk tank sleeping it off since we got him here. I don't care how many 'friends' he thinks he's got. He took a poke at you at your uncle's funeral in front of a dozen witnesses... and you being a cop's son and all." He gave another shrug. "I don't think he's going anywhere for a while."

Peter smiled at that. "Good. That'll be really good. Which actually brings me to the other thing I wanted to talk to you about."

"Your Uncle's case?" George asked.

He shook his head, "No, sir. Well, that too... but there was something you mentioned when you were talking to Aunt May and it's been bothering me since you said it."

"What is it?"

"My parents." Peter said. "You said there were some sort of weird circumstances surrounding what happened. All Aunt May and Uncle Ben said was that there was some sort of industrial accident at Gentek."

George Stacy's expression took on a sour twist. "I probably shouldn't've said anything."

Peter almost let it go. It was old news. Old hurt. He had so much more still on his plate. Uncle Ben's death was still fresh. All the strangeness of the past few days still clung to him. He didn't need to rip open an old wound that had already scarred over.

Or did he? Ed Whelan had seen his mother in a Gentek facility just before he became a runner. The same facility Jessica Drew was in. What did that mean? The circumstances of what happened to his mother and father could be relevant to what he was dealing with now. He needed to know more. He had to know.

He gave George a very direct look and said, "But you did, sir. I need to know."

The detective returned his look and nodded. "There's not really all that much to tell. Your mom had pretty much been working at Gentek straight out of college. Your dad was with NYPD for most of that time. We worked our way up the ranks together." George had a small wistful smile as he spoke.

Peter fought down memories of stealing his father's policeman's hat when he'd still been a beat cop. That led to a memory of him wearing the hat while sitting in his mother's lap as she read out her biology text books to him and showed him where all the bones in a human body were. He fought tears down.

_Be stronger than tears._

Perhaps the wound wasn't as healed as he'd imagined.

George Stacy put a sympathetic hand on his shoulder and gave him a small smile. "Anyway, Richie tells me that he got offered a position with Gentek security when you were eleven. It seemed fine at first. The place did a lot of classified work. Government work. Richie couldn't tell me anything, really... but he wasn't sure he liked it. He was talking about coming back to the force." He shook his head. "About a week after that, he and your mother got caught in a fire in one of Gentek's research labs."

Peter stared. "You don't think it was a coincidence."

George huffed out a breath. "I think your father, God rest his soul, couldn't resist indulging his curiosity to save his life." He grimaced. "Poor choice of words. Sorry."

Peter gave him a weak smile. "Well, now I know where I get that from."

George smiled back, "Made him a great cop, but it also tended to get him into more trouble than he knew how to get out of, most times. Usually your mother could rein him in..." He grunted. "In any case, the investigation got cut short. Got called an accident after barely a day. No bodies at the scene. Heat from the fire was supposedly so intense nothing was left."

Peter frowned slightly, "That would have to be incredibly hot if nothing was left. Crematoriums hit temperatures of 2000 degrees Fahrenheit and even then bones don't really burn all that well, they get crumbly and shatter."

George looked at him approvingly, "Exactly. I saw some of the crime scene photos. Place didn't look like it had been hit with temperatures anywhere near that high. Lead investigator said as much to me, but he was told it was an accident."

"Told." Peter said flatly.

"Pressure from above. Kind of like the pressure I got during the investigation for your Uncle's murder. The kind that even had a couple of convenient scapegoats." The older man shook his head, "I tried to look into it a bit myself, but almost as soon as they got it ruled 'accidental' all the evidence vanished. There wasn't anything left for me to look at." He grimaced.

"But you didn't let that happen this time." Peter said. He already figured he had the answer to that one, but it wouldn't hurt to confirm it.

George gave him another approving look and nodded. "You might want to think about getting a career in law enforcement, Peter."

Peter ducked his head, mild embarassment flushing his cheeks. "I'll think about it."

He wondered how much more he could tell the detective. The man had been his father's best friend. He had also been a detective with NYPD for years. That had to mean he could do the job, right? But did he dare tell him what he'd found out as Peter Parker? Or anonymously as Ed Whelan? He coughed and said, "Do you think... do you think it might be possible that they didn't die that night? That they got kidnapped? Or something?"

George's expression softened and he gave Peter's shoulder another squeeze. "Aw, Peter... I... I suppose anything's possible, but that's kind of a slender hope to build on. I won't lie to you. After all this time? It just doesn't seem likely."

Peter nodded gravely. He knew better. Sort of. He had the memories. The maddeningly vague and unreliable memories of another man rattling around in his head and nothing much to really work with.

George forced a smile to his face and jerked a thumb at the restaurant with blue signage on the side of the street they were on. "You like Thai food? My treat."

Peter began to protest that he had eaten lunch already, but the embarrassing gurgle from his stomach indicated that he still had room for more.

- - -

The second lunch had been pleasant. George Stacy had told Peter a few embarrassing stories of Richard Parker. Then all the little things that he hadn't known about. How his father had had a tendency to enthusiastically jump into new hobbies that involved sinking money into them until his mother would tell him to stop. Or how his mother would tend to get so involved in her work or her reading that his father had to tell her almost as often as once a night to stop so that she could eat or sleep.

George had tipped generously. Peter could tell he was a regular. Everyone on the wait staff knew him by name. He hadn't even had to ask them for the doggie bag of their leftovers. George mentioned that he was planning on giving it to his partner. Peter had had to stop himself from finishing everything on the table. Once he turned his attention away from it, he really didn't seem hungry... but if the subject came up... his body seemed to always be ready for another meal.

Disturbingly so, he reflected.

They stepped out and Peter's instincts began screaming. The restaurant had good air conditioning and the closed space had been heavy with scents of food. Peter had toned down his Hydra-sense since he didn't want the dead, but clinging scent of it to disturb his meal.

Except now, back on the street the scent hit him full force. This was no longer the dead Hydra scent. It was live. Thick and sickly-sweet and heavy with carrion rot.

He reeled and George looked at him with concern. "You alright, Peter?" He asked.

Peter caught himself against the wall of the restaurant, his eyes glazed and his skin was crawling from the living Hydra scent. It smelled almost as bad as the hive. Not quite as vibrantly intense, but it was there and growing stronger by the second. He whipped his head back and forth, nostrils flaring.

It was strongest coming directly back in the direction of the police station.

"Something's wrong." Peter murmured, shaking his head to clear out the stench. "We need to get back to the Police Station. People might be in danger. Like what happened at the deli."

"How do you-?" George looked like he was about to argue the point, but saw the tense, strained expression on Peter's face. He nodded and they ran up the street.

Peter kept his speed down to let George keep up with him and to make sure he was heading straight towards the scent. It was abundantly clear. It didn't even take him too long to begin noting distinct traces within the mass of slaughterhouse scent that swamped him. It wasn't a single source. There were several of them. They didn't smell like the Trackers either. So probably not the Thunderbolts.

He wracked his brain. How fast did Hydra propagate? He was sort of sure that the dead sample couldn't have spontaneously reinfected someone... which meant what? The live stuff had come from elsewhere. Manhattan had been awash with living Hydra. It was possible that it had spread over the bridge and had now begun to spread through Queens.

Except that didn't quite fit, because there seemed to be no reason for the Forrest Hills Police Station to become a target, given that there were places closer to Manhattan... unless... Peter groaned as a thought flashed through his mind.

Unless Jessica had sent something chasing after him. Something that had been able to follow his trail back to Queens. The Police Station hadn't been that far from Queen's Boulevard where he'd doubled back on his original route, following the trail that had led him to Bellevue in the first place. If they had been following his trail, they would pass the Police Station well before they even got close to the street the Watson house was at.

Whatever sample of Hydra that George Stacey had kept, it had probably drawn these things in. This was all his fault. They were on his trail. Detective Stacey had held on to the Hydra sample as he had probably because of clues he'd dropped on the man as Ed Whelan.

All his fault.

He cursed.

Peter skidded to a halt to find... nothing amiss. The entire building was still awash in Hydra scents and this close up, Peter had needed to tone the sense back down in order to try and control the intensity of the scent. .

But there wasn't anything he could see.

No monsters. No victims torn apart. No piles of unresponsive people being slowly eaten alive by the mess of fleshy growths.

Nothing. Just people going about their daily business.

What was happening?

George panted to a halt next to him, puffing loudly as he bent over, his hands on his thighs, trying to keep himself upright. He gasped out painfully, "What the hell's wrong?"

"I... I don't know." Peter admitted, "We need to be ready for anything."

A voice came from behind them both, the speaker's scent had been masked by the Hydra and it caught Peter completely by surprise.

"Dad! There you are. You forgot your lunch."

- - -


	24. Chapter 24

- - -

Peter could almost feel his flesh ripple and flutter at his arms and legs. He'd almost shifted to claws and talons, but he caught himself and fought his surprise down. His body was stretched tight as a wire. The scents all around him were pumping his adrenaline up. His heart was racing once more. He could almost feel the individual tendrils just beneath his skin straining to move. To fight. To run. To do something, but stand there staring stupidly.

George, still sort of half bent-over and puffing air like an over-worked bellows, gave a strained smile. "Hey, sweetie. If you're supposed to be delivering my lunch, you're a little late."

"That's just as well, dad. I ate it on the way here." The voice was a sweet, high and teasingly light. It had an airy confidence to it. It's owner was a tall, blonde girl. Her hair was cut in a short, slightly elfin cut a little past her jaw. It might have been a pageboy at one time, but it's owner had allowed it to go shaggy and artfully tousled. The only concession to taming her mane of blonde hair had been a black hairband. Her eyes were a bright, almost electric shade of blue. Her teeth were white and straight and she smiled as though she had a lot of practice. Her skin was lightly tanned and creamy smooth, the color looked honestly come by. She had a long dark green coat that came to mid-thigh, that was belted shut and gave a fairly good hint at a nicely curved figure underneath. He caught a hint of a black shirt under the coat and she was wearing jeans. She had an inch or two over Peter in height, although that could've been the thick-soled boots she was wearing.

Peter inhaled sharply as a memory of an awkward ten year old girl who liked to hit him and steal his legos rose up and imposed itself over the girl he was staring at now. Five years had apparently been enough for puberty to get quite a bit of work done. Somewhere along the way, that little girl had turned quite breath-taking. She smelled of roses and sweet cream and strangely, gun-oil. It was almost enough to blank out the Hydra scent that had been driving him mad.

She stared at George, a mild expression of surprise on her face as she asked, "Did you run here?"

George didn't bother wasting breath on a reply and simply nodded and pointed at Peter.

She then finally turned her attention on him. Her expression was polite and quizzical, but that slowly broke through to dawning recognition.

Peter, still tense, licked his lips and said, "Hi, Gwen."

She smiled and grabbed him in a sudden hug that filled his senses with her and pulled his attention finally away from the heavy reek of Hydra in the air. Her scent was almost as dizzyingly intoxicating as MJ's had been. That detail at least told him quite emphatically that she wasn't the source of the Hydra. Which was good... and bad, since now she was within proximity of the danger.

A mental image of a Drago taking a bite out of her rose up and he shuddered.

"Petey!" She said happily, unaware of the dark turn his thoughts had taken.

He winced, "I really wish you wouldn't call me that." He said sheepishly as he awkwardly returned the hug.

She laughed and held him at arm's length, her hands on his shoulders. "How have you been?" She gave his shoulders a squeeze and here eyebrows rose approvingly, "Wow... do you work out? These are really solid."

George coughed and straightened up finally, "Would you mind not groping boys in front of me?" He groused.

"I'm not even grabbing anything interesting, Dad." Gwen made a dismissive sighing noise, but said, "Yes, sir." She gave Peter's biceps another squeeze before she let go.

George gave Peter a small smile then looked at Gwen. "Everything ok, sweetie?"

"Yes," She replied cheerfully and fished a small bag of apple-chips from the pocket of her coat. "Here's what was left of your lunch."

"You really did eat my lunch?" He asked incredulously.

She made that dismissive noise again and waved a hand in front of her. "I saw Jean out here. She said you'd gone to get some lunch already, so I figured there wasn't any reason for me to hold on to your sandwich letting it just get colder and colder..."

"They were cold cuts. They were supposed to to be cold."

She shrugged and smiled. "Warmer then."

George rolled his eyes at the girl.

Peter, despite the way his nerves were singing at him about the nearby Hydra, wherever it might have been, couldn't help but smile at the Stacy's.

_You don't have time for nostalgia, doofus,_ his voice drawled. _You can get stupid and distracted later when they're out of danger._

Having Gwen here changed things. She wasn't a cop like her dad. Even George Stacy would probably be in a lot of danger if he went in. The Thunderbolts, trained as they were against the Infected had taken fatalities. He didn't dare risk the older man. George Stacy was one of the few links he had to his parents... and he was a family man. He couldn't bear the thought of making Gwen into an orphan like him.

He turned his full attention to George and spoke hurriedly. "What happened at the Sandoval Deli. I think it might happen here."

"How do you know?" George Stacy's voice had gone hard and there was a suspicious glimmer in the man's eyes.

Peter froze. Even Gwen was looking at him strangely now and he racked his brain for something to say.

_One of these days, boy, you are going to need to learn to get your lies sorted out ahead of time,_ Cletus tsked.

He was saved from the need for further reply when George Stacy's phone suddenly went off. He gave Peter a thoughtful, though not unkindly look, but there were questions in that glance. He fished the phone out of his inside coat pocket, held a hand up and flashed an expression that clearly said, 'this isn't done', then walked a few steps away. He answered. "What is it?"

Peter cocked his head ever so slightly and his enhanced hearing did the rest.

It was Detective deWolffe's voice, tinny through the cellphone's speakers. "George, something weird's going on up here. Are you almost done with lunch?" There were noises in the background, almost impossible to distinguish, but Peter could almost, but not quite hear some sort of faint roaring noise. It came from the second floor of the building, but then was echoed a second later on the cellphone speaker.

"I'm right outside. Just about to head up." George replied.

"Have you been running?" The woman's voice asked, but before George could reply, she continued. "You remember Fred Byers?"

George nodded. "Yeah. Saregeant. Day shift. Mans the security desk down in holding."

"Well he just came up here and started tearing your desk apart." deWolffe's voice said matter of factly. "He just went nuts. Biting spitting, snarling. I've never seen anything like it."

Peter shifted and looked up the building. The sounds were a point of reference for him. He could make out more or less by hearing more faint sounds indicating Jean deWolffe's presence on the second floor. On the corner nearest he Eastern side of the building. He was hearing her voice faintly just a fraction of a second before it came out of the phone. He flared his nostrils again slightly and took another deep breath, trying to filter out Gwen's roses and gun-oil scent and focusing on the stronger living Hydra. Some of it was coming from the second floor… but the majority of the concentration was lower down.

George frowned then looked from the phone over to Peter, who contrived to look like he hadn't been eavesdropping, but was doing a poor job of it. Gwen, he realized, had been watching him the whole time with obvious curiosity.

He finally gave up trying to pretend that he hadn't been listening and stepped up to George speaking urgently. "Get everyone else out of the building. I'm not absolutely sure, but you have to make sure he's secure and also secure anyone he managed to spit on or bite. I think he might be infected with the same stuff that wrecked the Sandoval Deli yesterday."

George's eyes widened, inclining his head slightly. Peter's expression was clearly worried, almost on the verge of panicked, but keeping it down and just barely forcing himself to stay calm. The detective caught enough of that and the urgency in the boy's voice and replied hurriedly into the phone, "Jean? Keep Byers on ice. Anyone he managed to bite or spit on? Better keep an eye on them too." He glanced back to Peter then added over the phone, "That Talbot guy might not have been as thorough with his clean up as he thought."

"Wait, I can't..." Jean deWolffe might have been trying to say 'can't hear you' but the snarling in the background came to a crescendo that swamped out her voice and the racket suddenly cranked increased dramatically.

Then screaming and gun shots started from the second floor.

The phone went dead. The noise had gotten so loud that Peter couldn't pick out Detetctive DeWolffe's voice or heartbeat from the cacophony coming from the second floor. Worse than that, the Hydra scents were increasing as if they were...

_Infection's spreading,_ Cletus whispered.

In the middle of Queens. Peter froze. They'd chased him here. This was his fault.

George stared for a moment then up at the police station where the noises were coming from and without another thought, he tucked his phone away and pulled his gun out. "Gwen? Sweetie? You and Peter get out of here-"

Peter was about to protest. He'd intended to interrupt, but the glass doors of the police station bursting open had done it for him.

What had come out was still somewhat humanoid in that it had two arms, two legs and a head. But the proportions were completely off. It's left arm was swollen grotesquely huge so that it's bicep was practically as large as Peter's waist with knuckles that scraped the ground. It's right arm was a spindly thing that seemed to be little more than skin stretched across bone and sinew, but tipped with the small claws of the sort the trackers had. One leg looked almost normal, but the right one was also shrunken to a withered stumpy protrusion little more than half the length of the normal leg. It moved with a lurching, drunken motion using it's one good leg and the oversized arm for motion. The tiny leg flailing away providing an inadequate counterbalance. Part of it's head was also swollen to tremendous proportions, leaving the other half almost skeletally wasted. There wasn't enough skin to cover the enlarged cranium so sections showed torn skin where ragged meat poked through. It's features were a ruin and it's eyes, the only part of it's face that looked even remotely normal were blazing red.

The sudden blast of a carrion cloud of Hydra scent surrounding the nightmarish creature assaulted Peter's senses, freezing him in place for a critical second as it lurched for the closest target.

Gwen.

She screamed, drawing away from it almost as soon as it came within arm's reach of her. George Stacy was snapped immediately out of his own surprise by the sound of his daughter's cry. He drew a pistol from a shoulder rig smoothly and began shooting at the thing.

Three bullets took it in center mass. High on the chest and to the right. The skeletal arm flailed as the bullets punched through it, but other than some flinching and a bellow of rage it didn't even slow. Peter's eyes focused on the creature's chest and a sick feeling rose up from his stomach.

The creature was wearing a policeman's uniform shirt. It even had a badge still pinned. The sleeve the massive arm came out of had burst at the seams. The one the skeletal arm had been in had simply been ripped cleanly off. It even still had a gunbelt dangling from it's hips, the holstered gun in it banging against the flailing too-short leg.

Infected. Some poor policeman had become infected because something had been tracking him.

His fault. And Gwen and Detective Stacy were next unless he did something. Faster than he even thought he could manage, Peter stepped between Gwen and the Infected. His fingers and toes seemed all too eager to switch to their claw and talon forms and begin tearing the thing apart, but he didn't dare. Not while the Stacy's watched him. Instead he lashed out, delivering a very precise, very deliberate kick to the Infected's one good leg.

Human joints are delicate. Even a kick of normal human strength delivered to a knee at just the right angle can completely ruin it. Peter was delivering his kick with considerably more force. The knee suddenly bent backwards, in a manner that it was most definitely not designed to do. The sudden inversion collapsed it, sending it screaming down to the ground. It's oversized arm the only thing holding it up

George Stacy managed to get a bead on it then and sent a bullet through it's swollen head, producing an explosion of gore. Peter caught the worst of it, but Gwen and George were behind him. Before either could catch a good look at the mess, his body twitched with tendrils and cleaned the blood from his face and chest.

Geogre Stacy nodded to Peter, his gun still in hand, "Good reflexes." He stared at the still-twitching body that lay insensate on the sidewalk, "What the hell was that?"

Gwen was just staring in shock and horror and revulsion at the mess. Peter glanced over at her. She looked like she was about to throw up, but she covered her mouth and seemed to get it under control.

Peter shook his head and replied hurriedly. "Hydra Infected. Something like that made the mess at the deli yesterday." He took another deep breath and almost gagged. "It's not the only one."

George stared at the still moving body and then looked up to Peter. "This thing has Billy Martin's badge."

Peter flinched then licked his lips. "I'm sorry. That probably was him."

George frowned and seemed about to ask more questions, but more figures began to lurch out of the Police station.

"Oh, God." Gwen murmured, clinging to her father's side.

What lurched out were about seven or eight more figures. It was difficult to tell exactly because one of the figures looked like two uniformed police officers who were pressed shoulder to shoulder against each other and were beginning to melt into each other. At least three of the figures who lurched out looked almost perfectly normal, save for the blank, slack-jawed expressions on their faces. They shambled forward, poorly coordinated, but not seeming especially hindered by whatever had happened to them. The others were showing their own deformities, but none of them as extreme as the first. Peter's mind simply glossed over the details of how they'd been changed, just that their proportions were off. Oddly distorted silhouettes and strange bulges under their clothes.

They moved towards their small group, but Peter realized they were orienting on him. He wondered if Jessica's allure would let her control these new infectees even at this distance and she was still after him. Did she get away from the Thunderbolts? He had no clue. Maybe the infected were acting on instinct. Or there was some sort of embedded command...

_Or you just smell purty to 'em. Stop starin', doofus and do somethin',_ Cletus' voice urged.

George raised his weapon and thundered at the approaching infected. "Everyone stop right there!"

No one paid attention, although one or two might have begun looking in his direction.

"Stop or I'll shoot!" George roared, but again, no one took notice.

Peter stood and stared. Torn. He didn't want to show them what he could do. He didn't want them to see a monster. He couldn't let them get hurt. He was fairly sure he could take them, even with their superior numbers, but not as sure if he was forced to hold back. They hadn't been infected long... they couldn't have. George and Peter had barely been in the restaurant forty minutes. The changes hadn't overtaken most of them. Or perhaps not everyone got physically changed by infection. Either way, he didn't think they'd developed the same inhuman strength that the Trackers had, much less the Hunters.

George snapped a shot off at the feet of the approaching group. No one even flinched. Gwen pressed harder against her father's back.

He was running out of time.

The closest, a man in a rumpled brown suit lunged toward them. His slack mouth suddenly open and slavering, spittle spraying everywhere as the completely blank non-expression blossomed into a feral hunger. It sprinted towards George and Gwen. Detective Stacy's gun roared again, striking the charging figure in the center mass once more, blood stains blossoming on the man's white shirt, but it did little more than stagger him slightly.

Time was up. Peter couldn't afford to wait any more.

Peter put himself in front of the charging infected with a single step and flared heat and red haze around his body to redistribute his mass for a fraction of a second. He drove a single roundhouse punch into the infected man's chest, adjusting the angle just right and smashing into him with the entire weight of two full-grown Hunters behind his fist.

The blow blasted the infected entirely off it's feet and slammed it backwards, slamming into and knocking down the three nearest infectees. It bought them a few seconds. Peter wasn't nervous about facing infected again... it was beginning to become almost routine for him. He could handle that. He really didn't want to deal with the questions. Or with the looks if they realized just how... different he was now, but there would be time to worry about that later. People were in danger.

He snapped harshly at Detective Stacy, hoping to cover up his fear. A bit of the nameless security officer's tone slipped into his voice, demanding instand obedience, "You need to get Gwen out of here, sir. Get help. They transmit the infection by bite."

He didn't give the older man or his daughter a chance to reply before he closed in on the infected before him. The one he'd punched had it's entire chest caved in and was pretty much a dead weight pinning the ones it had landed on. Fortunately, it looked like the infection hadn't gotten far enough to really begin reinforcing their bodies. Two of the pinned infected had been outright knocked out by the impact. Peter took care of the third with a swift boot to the jaw, which drove it's head into the sidewalk and knocked it out as well.

As long as he thought of them as 'it' rather than 'he', he could keep his nausea down. These poor people didn't ask to become infected. They still looked so very human. Maybe they could still be helped. Maybe not. He didn't want to make that judgement call in the middle of a fight. He hoped they could be helped. He didn't want their blood on his hands.

_But it's already there. The only reason they got infected was because Jessica's after you,_ His voice drawled.

_We don't know that. This could've happened anyway,_ Cletus's voice shot back.

Peter shook his head and decided to table those thoughts for later. He wove around his attackers, smashing limbs aside, delivering quick punshing blows to their heads intending to knock them out as quickly as possible. He took two out easily, but the last one, the conjoined officers managed to get behind him and wrapped two arms around his body and a ropy tentacular limb around his neck, tightening it and choking off his air. Spots began to dance in his vision and his fingers began to reweave themselves into claws to let him cut himself free, but before he could do so, one of the heads exploded. The other gave a keening wail just as one of its arms suddenly went slack. That was all the chance he needed. Peter drove his head backwards, smashing it hard into the nose of the other head and forcing it entirely off of him. He whirled and drove his fist into the already broken nose, knocking the remaining head out entirely.

Peter glanced over his shoulder at George who'd snapped off the shot that had taken out the conjoined infected's head. "Thanks." He said.

George asked. "Are you alright?"

Gwen stared wide-eyed at Peter, "All that and your clothes aren't even dirty."

He rubbed at the back of his neck, "It's... uh... it's kind of a long story." The carrion reek of live Hydra hadn't changed, if anything, the whole structure was saturated with it now. In the brief seconds of Peter's fight with the infected, the screams had stopped coming from the building, but gunshots continued to ring out.

"There may still be uninfected people in there," He said.

George nodded agreement. "I'm not going to get you to keep out of this, am I?"

"No, sir." Peter replied.

"Gwen? Go. Head home." George said.

"Yes, sir." Gwen replied automatically. "But what about-?"

Peter's eyes narrowed as he stared into the open door. Just inside he could see unmoving bodies scattered around. Whether dead or paralyzed like the victims from the Bellevue hive he couldn't say for certain, but he saw running figures heading for the door.

"Incoming." He said and clenched his fists.

George brought his gun back up. "Sweetie?" He said distantly, pitching his voice to Gwen, but never taking his eyes off the open door, "We can talk later."

"Yes, sir." She said quietly. Gwen gave Peter and her father one last frightened glance, then began to run up the street.

From the open door burst Jean DeWolffe, followed by five more men and women. She was pale and clutching at one shoulder, her sleeve was ripped open and the injured arm hung limp as blood flowed freely down. The others were just as badly torn up. The men at the rear were sending wild, unaimed shots behind them. The last man, a youthful officer in his full uniform almost made it out of the door, but something reached down from just above the door and grabbed him at the last moment, eliciting a final scream.

The escape seemed to change something in the air. Peter felt a momentary tension as though the entire building were shifting and suddenly, something slammed into the open doorway. It looked like a massive plug of rippling raw meat sealing the door shut. It even seemed to be shot through with blue-gray veins. Ropy tendrils of the same material began spreading outward, like fleshy roots- or blood vessels. Branching radial growth patterns. Similar tendrils began breaking out of windows, the fleshy material sealing them closed. Nodules began forming on the tendrils and more of the material seemed to be spreading over the walls.

It was forming a hive, he realized. He knew intellectually that Hydra induced it's strange mutations very quickly. It had transformed him in an hour. From start to finish the new hive had taken less time than that. He glanced at those who'd escaped. Five. Five people total. Six if he counted George. The unconscious and incapacitated Infected at their feet accounted for another nine or so. He licked his lips.

At this time of day, he remembered that there would be roughly sixty or seventy people in the building. Not counting anyone who was in holding. Everyone still in the building was going to become infected.

_That included Brian Watson,_ a vicious part of himself reminded him gleefully.

Peter wasn't sure if the proportions of changes among the infected would hold the same as in the Bellevue hive or if Jessica had somehow been controlling the progress of the disease... but the odds were good that everyone in there was about to lose their mind and come out as some sort of ravening monster.

How fast, he wondered, would they be able to spread out from here? He was just one person. How was he supposed to stop this? Manhattan was infiltrated. It was swimming in Hydra already. Why start up a hive so blatantly in Queens?

Unless that was the point. Have the infection seem to erupt openly here and keep everyone from realizing how saturated Manhattan was. Not that it mattered right now. His real worry was how to deal with a new hive in his territory... especially when they were down to six cops out of the entire precinct. Most of whom were already injured.

His phone chimed as a new text message arrived. It was just so incongruous it snapped him out of his contemplation and he fished the phone out to look at the new message. The origination was anonymous again: "Thunderbolts incoming. Get out."

He stared. What was going on?

- - -


	25. Chapter 25

- - -

They pulled back to the parking lot next to the station. There weren't enough of them to really get the area cordoned off, but a few returned patrol vehicles had parked across the street on either end and they were waving traffic off.

Rubberneckers were out in force, but no one braved getting too close to the police staion proper. Luckily the people in the businesses next to the police building and across the street from it had decided that they didn't want to risk whatever strange thing had happened to the building and had walked briskly past the makeshift police line.

The less injured of the officers who had made it out of the Forest Hills Police Station before it sealed itself were tending to their more badly injured companions. Jean DeWolffe sat heavily on the sidewalk. Her suit jacket had been hastily converted into a compress to stem the flow of blood from her arm. Another officer had a broken leg and was lying flat on the ground. He'd hobbled on it during the panicked escape and it looked like the broken end was just shy of poking out of his skin and would need to be reset. His pantleg had been torn open to let others tend to it.

One of the officers, a pretty brunette woman in a police uniform and still wearing some sort of phone headset was on a cellphone calling for ambulances and trying to get every other officer still on patrol to come back to the station.

The unconscious and deformed infected had been pulled to one side and hand-cuffed to each other, then to one of the cars parked in the lot. It wasn't ideal, by any means, but what else could they do? A few of the less mutated ones had already woken up and were staring blankly and passively out. The man with the bullet wounds in his torso and the caved in chest was up and moving again.

Peter had watched the sucking chest wounds around the indent in his sternum whistle in and out as his massive chest heave. He could even see it's chest growing and thickening visibly as he watched. Apparently the poor man's mutations hadn't finished yet.

The whole thing had become disconcerting for the officers who were there.

It had taken less than twenty minutes to try and get some organization into the mess around the police station. Peter had made himself useful, by helping tend the injured and move the infected around. He was doing his best to look like he was supposed to be there. Keeping busy also kept him from dwelling on what was happening inside. He didn't even know if he could even help them.

This had gone way beyond him now.

He could feel George Stacy's eyes on him every so often as they moved. The older man probably had all sorts of questions, but they would have time later. For the moment, there was still too much to be done, organizing things, dealing with the injured and trying to keep everyone else away.

The whole time the stench of infected had settled into the same stink he'd encountered around the Bellevue hive. He'd had to keep his sense tuned as weakly as possible, otherwise he wasn't going to be doing much of anything except throwing up.

The Thunderbolts were on their way. The knew how to deal with a situation like this. Peter had to hold on to that thought.

_They'll deal with you too, boy._ Cletus drawled. _We need to get out of here._ The text message had been right. Who had sent that? Maybe the same person who had unlocked the door for him in the Gentek facility under Bellevue. _Who was Hank?_

And if the Thunderbolts really did know what they were doing? Did that mean whatever was happening here and now was unrelated to Jessica?

He turned his glance back to the station. Fifty or more people were trapped inside. The heartbeats that he'd still been able to hear had started to synchronize. As though every heart within had been hooked up to the same metronome. Til the entire building seemed to resonate with the same slow, steady rhythm.

Thud-thud.

He could possibly cut his way in with claw and tooth and talon... but then what? He could pull them out and then they'd still be just as infected. The brunette officer on the phone, the dispatcher, had told George that they were the only ones who hadn't passed out suddenly. Maybe they had some sort of resistance... or they simply hadn't quite been exposed as everyone else had been.

Thud-thud.

Not enough info. The changes the Hydra had been imparting were fast. He had no context for just how fast the infection changed and induced mutations. He'd assumed that Jessica had been doing whatever it was she'd been doing under Bellevue for long enough to lure everyone together and infect them... and create multiple hunters. But with what he'd seen, it could have been just a day or so. Or just an hour before he'd arrived.

Thud-thud. Thud-thud.

As Peter watched, a nodule began to form around the area of the front door. It started with a thickening and swelling of the plug sealing shut the front doors of the station. The swelling grew rapidly, turning bulbous and almost spherical. The skin-like substance covering it turned taut and shiny as it grew even larger. It's front edge bulged out almost to the street, the whole of it looked like a massive abscess. The veiny fibrous tendrils surrounding it grew thicker... like blood vessels feeding matching size to accommodate the growth.

George Stacy had pulled a shotgun out from the trunk of his car and was aiming it at whatever it was. "Now what?"

Thud-thud. Thud-thud.

A few other officers, especially the ones who hadn't been there when the hive had sealed itself had also drawn their own weapons.

Thud-thud. Thud-thud. Thud-thud. Thud-thud.

The quarter dome that covered most of the sidewalk and would have blocked it entirely if anyone were still being allowed on the block. The top edge of it was just barely under one of the air-conditioning units poking out of a window on the second floor. Maybe sixteen feet in height. It had taken barely a minute to grow to that size.

Peter stared and the whole thing seemed to pulse in time with building's heartbeat.

Thud-thud. Thud-thud. Thud-thud. Thud-thud.

The tight skin of the growth seemed to glisten, thinning closest to the street. Shadows moved and shifted within the bulbous thing, the midday sunshine almost making the whole translucent. Peter felt the ground quiver in time to the beat. No one else seemed to have noticed it, but Peter could feel the vibrations through his feet.

Thud-thud. Thud-thud. Thud-thud. Thud-thud.

Then in a sudden wave of crimson and yellow fluids the the thinning skin of the nodule burst, deflating almost as quickly as it grew.

Like a burst pimple. Peter's voice drawled.

The officers closest to the door were caught in the tide of pulpy, semi-gelatinous liquids as they spewed out.

"Oh, what the he-?" One uniformed officer began to say, trying to wipe the material from his eyes.

Another, a chubby officer in plainclothes wearing a badge on chain around his neck turned and began throwing up noisily.

George Stacy had kept back from it, but the flood of it had caught even him up to his knees in the gunk. He glanced down at it in distaste. Thankfully the injured had been far enough away to not be caught in it.

The smell of fresh Hydra grew. Like carrion, ripe and sweet and clinging.

No one had really been paying attention to the door after it had burst. The shreds and tatters of the nodule's outer skin collapsed down and draped on something at the heart of the nodule. He couldn't see it clearly with the covering, but it looked like an uneven semi-spherical lump roughly six feet in diameter.

Peter was about to move in for a closer look when his hearing caught it. One thunderously loud heartbeat that was just slightly off-sync from the building's. It had been in time, but was slowly beginning to diverge. Growing more individualized as every second passed.

He stared at the lump and he could hear breathing.

The lump shifted.

It moved.

It began to rise and unfold itself.

The skin of the nodule began to slough off on either side of it as an immense humanoid form rose up and unfolded itself. It stood a good twelve feet tall and was almost eight feet wide. It's skin was corpse pallor gray, but thick and rough, like the hide of an elephant or a rhino, but marred by the tumorous lumps that Peter had seen on nearly all the infected.

The skin was shot through with thick veins that seemed to pulse and glow red. Like the eyes of other infected. Or the red haze of a Drago.

It was squat and barrel-chested. The arms were like the outsized one on the poor officer George had had to shoot earlier, but in this creature's case the arms matched and were proportional to the rest of it. Both arms were hugely muscled, extremely long and ended with short, blunt fingers tipped with almost hoof-like nails. The legs were short and stumpy and seemed to have too many knees. The foot broadened into a flat pad that reminded Peter far too much of elephant's feet.

Two massive horns jutted from the center of it's low-browed head, one above the other. The head was misshapen, being too broad and too flat. Human features were squashed and deformed to unrecognizeability even as the massive proportions had enlarged them. The face seemed to have retained pinkish skin, unlike the tough gray elsewhere, but it was shiny and stretched thin across it's outsized skull.

It stood staring out at everything with tiny eyes... the eyes, Peter noted, were still human sized. Human proportioned. Impossibly small and inadequate in it's enlarged face.

It's lips curled back, exposing the broad too-white teeth of it's mouth in a fierce grimace.

_It could've gone Syetsevich,_ a voice rose in Peter's memory, not something speaking to him, but a memory of the Thunderbolts right before the Drago had torn into them. _Least they would've authorized tanks._

_Rhino form,_ the nameless Hunter's voice in his mind supplied.

Peter clamped down on an urge to start screaming at the sight of the monstrosity. He wasn't even sure a tank could deal with something that big. It had taken less than two hours to produce... that. How fast had the Thunderbolts been acting that last night to stop people before they'd gotten to that point? How were they supposed to contain anything if Hydra acted that quickly?

The uniformed police officer who'd been closest to the Rhino got a good look at it once his eyes had been cleared of the muck. He didn't bother keeping his own scream of fear and surprise bottled up. He raised his gun, took a shooter's stance and immediately began unloading his pistol's clip into the Rhino with the rapid reports of panic fire.

That touched off the other officers and those closest began pouring gunfire on the huge gray form. The world exploded into a riot of explosive shots, multiple guns roaring out drowning everything into a single solid wall of sound that slammed into Peter. The smell of burnt cordite filled his nostrils and managed to displace the carrion reek even if only briefly.

Peter's eyes however were good enough to show him exactly what was happening to the Rhino.

Absolutely nothing.

Every bullet flattened on it's gray hide, embedding, but barely making any real impression on it. George Stacy's shotgun left scorched patches where the buckshot had peppered it, but had done no harm.

There was a moment of dead silence as every gun clicked empty finally and the stillness was only broken by the thing's rough, loud breathing. It took one particularly deep breath, as though considering things. Then gave a bellowing roar.

Peter stared. It was almost like it had taken that long, those extra several seconds for it to even realize that it had been hurt. No... not hurt. Stung. Like a man being bitten by a few ants. Annoying, but ultimately inconsequential.

It lashed out with a huge meaty hand and struck the officer who had first opened fire. It's fist was almost the same size as the poor man's torso. It struck him square and flung him almost the length of the block with a single blow. Peter heard the man's heart stop from the moment the fist made its crushing impact.

The creature bellowed again and the tiny, beady eyes seemed to focus on the other officers that had shot at it from the south-eastern direction on the street. It dropped it's head and charged, running on all fours. It thundered forward, cracking the asphalt beneath its fingers and feet and the pitifully few police officers scattered away from it.

One unfortunate man had been caught a glancing blow by the thing's shoulder and was flung down hard, then trampled. Peter smelled the sharp tang of blood as the man was crushed under that thing's massive foot.

The rubberneckers decided this was a little too exciting for them and they began to run away as well, all screaming in panic and terror. The Rhino built up a massive head of speed as it crunched headfirst right into the police car that had been acting as a makeshift barricade.

The impact was incredible. The side of the police car crumpled like paper. The door was completely bowed in, the Rhino's horns piercing entirely through the car door. It lifted it's head, tearing the door entirely free of the ruined car. It threw it's head back and bellowed once more, an almost triumphant braying sound.

The car door was still impaled on its horns. It would have almost been a ludicrous sight... if it hadn't been for the fact that it decided the wrecked police car had offended it. The Rhino leaned down, grabbing the undercarriage with both hands and hauled the car up and over it's head.

It whirled, it's bulk making the movement ponderous despite its speed, still holding the two and a half tons of twisted metal in the air and oriented on George Stacy and behind him, the injured police officers, including his partner.

The Rhino hurled the car in the Detective's direction. George tried to throw himself flat, out of the way of the flung car... the numbers lined themselves up in Peter's head in that frozen instant. Cold and precise and logical. The older man wasn't going to make it. Then once the thrown car crushed him into a fine paste, the sheer mass of the ruined metal was going to send it skidding across the asphalt of the parking lot and right into the injured and the pretty little brunette dispatcher who was doing her best deer in the headlights impersonation.

Peter's heart roared and his senses went into overdrive. He couldn't afford to hesitate anymore. Gwen wasn't going to lose her dad. He couldn't let anyone else get hurt. Not even if it meant everyone would see what he could do.

He leapt up, over George's head, flinging himself towards the airborne mass of the car. He couldn't just grab Detective Stacy out of the way. He couldn't also grab everyone else behind him before the car arrived.

He'd have to alter the trajectory of the car. Luckily that was entirely a function of it's mass and the forces acting on it. His new body gave him the right tools for it. Peter made contact with the car at the apex of it's arc. His body rippled and his hands and feet shifted into claws, latching him on tightly to the car. He flared heat, the red haze rising around him as he pulled his biomass back from wherever it was his body kept it.

An extra thousand pounds and a sudden shift to one side of the mass's center of gravity tilted the car's trajectory sharply, dropping it well short and to one side of it's target, crashing it right into another car, which arrested any further motion.

Peter didn't linger and had leapt off the car before it crashed. He streaked at the Rhino, claws extended out, but it was faster than something that size had right to be and slapped him out of the air.

The asphalt cracked under him as he slammed down hard. Peter felt the air driven out of his lungs and he gasped on the ground, stunned and disoriented.

He almost didn't get his bearings in time, but once he did, he was greeted with the sight of a tremendous, flattened and calloused foot filling his field of vision. He rolled out of the way to one side and actually felt the displaced air push against him as the foot smashed down missing him by inches. He kicked up to his feet,

Somewhere during those panicked seconds of movement, his body had shifted to Cletus's form. The form he'd gotten used to fighting in. Even his outfit had shifted to the black hoodie and jeans. He didn't look anything like Peter Parker and he wondered idly if George Stacy had seen him change or not. It didn't matter. This thing had already killed two people for certain. It had to be stopped... he just wished he had a tank handy.

He stuck low and to the ground. Fast as the Rhino was, he was faster. Physics and math were on Peter's side once again. It's ponderous bulk could move fast, but it couldn't make the sorts of corrections and adjustments with the same speed Peter could. He kept jinking and dodging, moving back and forth, darting in to lash his claws and talons at the Rhino's legs in an attempt to hamstring it. He couldn't afford to take to the air again. In mid-leap he was just too vulnerable, too easily struck and he didn't want to see if he could take another of those blows.

Unfortunately, all he could see were faint lines of red where he struck. The Rhino's hide was so thick, the raking claws quite literally, could only barely scratch at it.

Peter dove out of the way before it's fist could hit him, smashing deep into the ruined asphalt all around them. It was getting too easy to let his instincts to the fighting for him. Then again that was pretty much what he had to work with. Parts of him kept clamoring to just keep ripping and tearing, nipping at the Rhino's heels and taking it down by inches, but that didn't look to be a winning strategy. He was already breathing hard. He didn't know if he could keep the pace up of dodging and ducking for too long without a break... meanwhile the Rhino looked as fresh as the moment it had hatched.

He had to fight smarter. He looked around for something... anything he could use as a weapon. A few of the policemen had gotten back to their feet and reloaded their weapons and were firing useless shots at the Rhino.

He heard the roar of a car engine almost directly behind him followed by a two loud blasts of a car horn. Peter glanced over his shoulder. George Stacy had gotten into a police car and had it lined up just right. Peter leapt up and out of the way, drawing the Rhino's tiny little eyes towards him and keeping it from noticing Detective Stacy before it was too late.

Not that it mattered. George plowed the car right into the Rhino with an explosive crash. The thing had barely moved. It staggered back maybe a step. The car was totaled, it's entire front wrapped around the Rhino as though it had run into a tree.

The creature paused at that, blinking it's tiny red eyes furiously as though trying to process something. Peter noted idly that the twisted, jagged metal had actually managed to drive into the thing's tough gray hide, piercing it in a few spots around it's shins and lower thighs.

_Scratches,_ his voice drawled with undertones of awe and terror. _All that and it's barely been scratched._

George Stacy took those few seconds of the creature's disorientation to dive out of the police car. The glass from the windshield had shattered inwards and he was bleeding from a cut on his forehead, but otherwise seemed unharmed.

All the other cops had stopped wondering if that had finally done it... Peter didn't think they were anywhere close yet, but the stunned moment gave him an opportunity. He couldn't take chances.

He bound up on top of the car and finally got himself at eye level with the Rhino. He reached out with his right hand, grasping hold of it's immense horn, giving himself a good hand hold.

He drew his left arm back, Two clawed fingers held straight out. He would have used all his fingers, but the normally sized eyes made that impossible and the separation between the two eyes made trying to get both at once all but impossible.

Peter drove those claws into the Rhino's red glowing eye. He drove them in with all the strength, speed and leverage which he could muster, which was considerable. They slid in almost too easily. He pushed all the way into the second knuckles of his two fingers. Clear fluid mingled with dark blood and it gushed out around his fingers, flowing over his hand. He could see the tendrils unfolding around the back of his hand, lapping up at what flowed freely.

Cletus gave a delighted little cry in his mind.

Peter shuddered and fought to keep from being sick. He felt his claws strike against something hard in the ocular cavity and he wondered how tiny was the Rhino's brain within it's massive skull.

He stared into the Rhino's remaining eye and it met his gaze unflinchingly.

There was a long second of silence.

That one eye seemed to clear. The animal fury subsided, even as the red glow brightened. That single furious eye focused on Peter and he saw something in it that twisted his gut.

Recognition.

Its brain seemed to finally catch up with what its nerves were reporting and the Rhino roared out a pained bellow.

A massive hand grabbed, plucking Peter up in its grasp, pulling his claws out of the Rhino's eye with a sickening wet popping noise.

It gave another bellow, but it wasn't a mere animal noise this time. It seemed to have words in it, garbled by the Rhino's inhuman throat.

It hurled Peter away from it, slamming him hard into the cement wall twenty feet away before he had a chance to recover. The wall spider-webbed with cracks around him and Peter fell, stunned once more. His back was a alight with pain, but he could already feel his body burning through his biomass to patch him back up. Tendrils flicking on his back to allow bones to reset. His head still rang... and there was a flat spot on the back of his skull that felt... unusually soft and kind of crunchy that he really didn't want to think about.

The Rhino was clutching at it's ruined eye as it began staggering down the street, building up speed as it went. The red veins flaring on it's body as it shouldered cars out of the way with terrifying ease and made it's way northwards.

It bellowed again. Not wordless. It was still not exactly clear... but Peter could make a guess at what it was crying out.

He could also guess where it was going to go.

It had been saying 'Mary Jane'.

- - -


	26. Chapter 26

- - -

Peter's body was burning through it's own body mass to do it's repairs. Granted he had a few hundred pounds more tucked away wherever it was his body put it away when it didn't need the weight, but he had already burned through a lot of it.

He didn't really feel hungry. He couldn't have been. He'd just eaten two large meals in close proximity. The gnawing, empty feeling in the pit of his stomach had to be something else then. A signal. He was burning through his mass to supply him with additional strength. To heal his wounds. He had to stop that thing. It was here because of him. He was sure of it.

He couldn't foist this off on the Thunderbolts or the cops. Hell, the cops... he looked around at the devastated street and parking lot then to the building that was already sporting a coating of thick rust red material with an all too suspicious resemblance to flesh.

The cops weren't in any shape to take Brian Watson on.

_Neither are you, boy._ Cletus replied.

It's gonna flatten us if we charge in again, he thought. But it was going after MJ. And it was going through anything in it's way.

Why the hell am I standing around here for?

The ex-Hunter's voice responded almost gently, _Because we can barely stand. Our skull's been cracked, our brains are like scrambled eggs, a couple ribs are probably broken and the ground hasn't stopped spinning._

Anyone else would have been lucky to even be alive, much less standing.

"I can heal from this," Peter mumbled to himself aloud, still dazed.

His voice replied, _We healed up a bullet wound to the head, but it takes time._

_And food,_ Cletus added.

Peter's eyes flicked to the mutated corpse of Officer Billy Martins, with it's oversized arm, stumpy little leg and the messy bullet hole that had been opened in one misshapen temple by Detective Stacy's bullet.

It was already dead.

More importantly, the brain was destroyed.

The voice of Officer Martins wouldn't be joining the growing chorus in his back brain.

_We got room to spare, boy,_ Cletus cackled cheerily.

His glanced flicked to the officers who were still on their feet. George Stacy was still dazed from the impact when he'd rammed the car into the Rhino. He had a bloodstained handkerchief pressed to the cut on his forehead. He was looking down the street. Looking in the direction the Rhino had gone.

No one was looking at him.

His eye flicked to the dead body once more. He licked his lips. Nerves? Hunger? He wasn't sure anymore.

His body had recovered almost immediately from all the varied abuse the Hunters had subjected him to last night when he'd eaten the ones he'd defeated.

He could heal from this. He was certain of it. Just as he was certain that he couldn't afford to wait.

MJ was in danger. Anna was in danger. Aunt May was in danger.

He'd already eaten the living... this was a corpse. If anything it should be easier right? It needed to be done, so why was he still hesitating.

_Because walking is still a problem,_ the Hunter's crisp voice rang through his head.

So... we don't walk, he told himself. He staggered one slow step towards body. He couldn't afford to wait. MJ couldn't afford to wait til he got himself together.

He took another step and collapsed limply on top of the dead, deformed body and let his hunger do its work. He just hoped no one saw what he was doing.

The process was getting faster, he noted absently, as his flickering tendrils folded back with black and red blurs into his body. If this kept up he could probably even complete the whole grisly process in a matter of seconds. He wondered inanely if eating another person too fast would give him gas.

He noticed that his process of consumption had left Officer Martin's gun and badge behind. The smaller zippers and metal fastenings hadn't been left. They must have been small enough to take in... like swallowing small bones.

Don't you dare compare eating a man's corpse with... with... a chicken dinner. He snarled at himself. A wash of revulsion and shame ran through his body, but he couldn't just curl up and fall apart.

There would be time for it later.

His hunger had abated slightly. His body felt better. Whole. It hadn't been quite as much biomass as Hunter, but Office Martins had been hefty.

Everyone was still staring down the street and Peter fixed the direction the Rhino had headed off into his memory. He couldn't afford to wait any longer.

He was ready to jump in again.

No matter how little he wanted to do so, but what else could he do?

On an impulse he grabbed the badge and the gun and shoved them into his pockets. After all the assaults, manslaughter, breaking and entering, defiling a corpse, and cannibalism were bad enough. He didn't need to add littering to the list of charges the cops would bring him up on when they finally realized what he'd been doing.

He caught sight of himself in a shop window across the street. One that miraculously had made it out of the shots fired completely intact. Cletus's black hoodie, jeans and heavy work boots again. Gloves on his hands now, but where his face should've been was just a featureless black mask, save for his eyes, which were glowing red from edge to edge. Cletus, Donna, the Hunters, Officer Martin... all of their lumpy, tumorous features had been blended into a smooth, almost seemless whole.

He'd been worried about people recognizing him so his body had made the necessary adjustments. Not that it would matter if Detective Stacy had seen him change. Or maybe he hadn't.

_Check yourself out later,_ he told himself harshly and he ran. He thought he heard George Stacy call out after him, but he ignored it.

There just was no time.

He wasn't entirely sure what he would do once he actually caught up, but his mind raced furiously as his legs ate up the distance.

Slashing with his claws and talons had barely done any damage, but the impact of the car had worked. He needed a tremendous amount of force delivered to a point to even begin to penetrate that hideously thick hide. He worked the numbers out in his head. If he used the whole of his available biomass behind a single claw, he'd be delivering forces roughly on-par with what the car had managed.

But to where? It's skull was heavily armored. Armored enough that he couldn't reach the brain through its eyes. Maybe through the nasal cavity or the roof of the mouth, but that was uncertain.

_Since when had he been able to calmly consider the ways to brutally kill a man?_ His voice drawled quietly.

When the man's an unstoppable juggernaut who was about to threaten people he cared about, he raged.

The wounds in its legs, he realized. The hide had been bypassed there already, assuming it hadn't healed the injuries, he could take out it's knees. The hide had to be thinner there. There couldn't be armoring around the joints. Or if it were there, it couldn't be anywhere near as heavy.

If he could cripple him... it. Brian Watson is an it now, he told himself... without its legs, he'd have a much better chance of landing a fatal blow.

Or slow it down enough that you can just start eating it from the inside out, Cletus pointed out helpfully.

His stomach gave a slow roil at the thought, but he forced it down.

Further away from the Police station the carrion reek was muted. He could pick out the Rhino much more easily now. A complete lack of visible nostrils did nothing to hinder his sense of smell.

The noise of tearing metal and crashing reached him before the sight of the Rhino did. He rounded a corner and could see the Rhino down the block. It was thundering down the street, one arm reaching out and easily flipping cars out of it's way, there were screams and car horns everywhere.

It was the middle of the day. The streets weren't very crowded, but the cars, both the ones passing by and those parked on either side of the street were providing ample targets for its wrath.

Even with the distractions, the thing had covered most of the distance back to the Watson house. They were barely two or three blocks away.

He wondered idly to himself what the neighbors must think. Three incidents on that same street in as many days.

He really hoped no one else got caught up in this.

He flared heat and the softly glowing red haze streamed from his now almost weightless body as he charged full-tilt at the Rhino. He had to move fast. If he allowed himself to think about just how terrifying and insane this was, he would probably be shaking and paralyzed with fear.

At the last possible second, he flared heat once more, switching in his full mass, happy to laugh in the face of the law of conservation of momentum and slammed claws first into the Rhino's leg mid-stride. He gave a cry of elation as he felt his claws embed deeply into the back of its knee, the scrape of his claws on bone reassuring him that he'd managed to finally get through.

That cry turned into one of surprise and alarm as his momentum ended up knocking that leg out from under the Rhino, sending the massive creature tumbling backwards.

Right down onto Peter who still had his claws embedded- _stuck_- into the back of the Rhino's left knee.

There wasn't much time to react as the behemoth began falling onto him. He planted a foot on the Rhino's calf and tore his claws free as best he could, rolling and scrambling out of the way.

The Rhino slammed into the ground... and bounced.

No cracks in the pavement, nothing to indicate the impact of something that Peter estimated to weigh at least a ton... it hit the asphalt, and as though it were a rubber ball, bounced a foot or two into the air.

On the second bounce it crashed back down with the expected bone-jarring, earth-shaking impact, splintering the asphalt and setting off what car alarms hadn't gone off from it's earlier run.

Peter's mind whirled and he noted the flaring veins of glowing red in it's skin. That's how it moved so fast, he realized. It was playing the same tricks he was with his mass. Lightening itself to allow it to move as quickly as it did, then flaring it's full mass back on to shoulder cars out of the way... or smash annoyances. Switch mass in and out as needed.

He wondered how it could keep pulling that trick the way it had when he had to chew through so much mass every time he upped his mass... It was probably heavier than it looked then. It had the biomass to spare. A thought rose up that he didn't really want to consider. How many other people in the building had Brian Watson had to consume to get to that size?

Peter leaped up and out of the way as it flailed an arm to grab him, berating himself angrily for letting himself get distracted.

When the arm missed, the Rhino ripped up a chunk of cracked asphalt and threw it at him, forcing him to dodge while Brian... the Rhino, Peter snapped in his mind. He had to keep thinking of it as the Rhino... rose to his feet.

He'd done some damage. It couldn't put it's weight on it's injured leg. On the other hand, it seemed quite content to use the knuckles of it's massive left hand to keep it upright and moving even as it simply let its leg dangle uselessly off the ground. Peter had managed to cut something vital in the knee and it just didn't seem to respond well enough to take any weight.

It glanced down at its ruined leg, seeing the blood streaming down from the fresh punctures. It seemed to ponder for a moment, then bellowed in rage and pain.

Peter took note of that as well. Its reflexes were fast. Even shifting its mass on and off while running seemed to be swift and smooth, but the way it responded to pain was much slower. Its body barely noticed when it was injured until later. That could be useful, but Peter was damned if he could think of how right that moment.

Its one eye was simply a gaping wound. Blood crusted down its cheek and neck, while the other blazed bright red with fury. It growled. A low basso sound that was felt more than heard.

He could just make it out as a name and a word.

"Mary Jane. Mine."

Then it's red veins glowed brighter and it exploded into furious motion, charging at him on its knuckles and single good leg.

Peter made a diving leap to one side, but it swung its immensely long and massive arm around in the middle of the charge. It caught him in mid-leap. He'd subconsiously flared and tucked his mass away during the leap, lightening himself to add distance, but the backhanded blow caught him hard in the middle of the back, moving in a rising arc as the fist came up from serving as a temporary leg for the Rhino.

He felt a strange, unfamiliar pressure from the Rhino's arm as it lifted him, the blow sending him up and outward. It sent him literally flying, the contact between the flaring veins of red in the creature's arm somehow interacting with his red haze and multiplying the force of the already tremendous blow.

Peter could feel his ribs creak, but having been in mid-air when it struck had actually helped save him, he found himself hurled eighty feet in the air. He spread his arms and feet to try and orient himself in mid-air and flared heat and haze by reflex.

His almost negligible weight caught the wind and he drifted in a vaguely directed glide, still falling, but he felt like he actually had control over where he would fall. He was not, for instance, going to slam into his own house, which seemed to be the direction the Rhino's blow had hurled him in.

He drifted back down to the street, nudging himself into that direction more by instinct than design and landed with a sort of skipping half jog with arms flailing as he tried to stay upright once he touched down on the ground, slowing down to a clumsy halt.

The awesomeness of the fact that he'd practically flew... that he'd been drifting on the wind was something that he would definitely have to explore later. For the moment, he stood almost in front of the Watson house.

His eyes flicked up to the second floor window. MJ was there. She met his eyes and he could see the recognition in them. He wanted to shout at her. Scream at her to get out of the house and to get everyone out, but he didn't get a chance to before a flicker in his peripheral vision sent him madly dodging out of the way of a thrown pick up truck.

It smashed into the street, a wreck of twisted white metal, narrowly missing Peter and he looked around wildly for the Rhino. His nose caught the scent and his eyes focused.

It was running full tilt at him once more. This time it had practically two blocks worth of open asphalt to build up it's speed and Peter's mind went into the automatic calculations of just how much force it could strike him with and he was apalled.

Worse. If it decided to turn away, it could hit the Watson house if it chose to ignore him entirely. He couldn't let it do that. He burst into his own run, charging towards the creature full-tilt once more. His mind churning over what he knew about the Rhino. He could not let it get close. He would not let this thing... this remnant of Brian Watson get anywhere near MJ.

It was immensely strong. And almost invulnerable. It's hide was tough enough to resist small arms fire and his claws to some extent. It's bones were massive and dense. They would have had to have been to support it's weight.

It could feel pain, but didn't register it quickly. It could move very quickly on a straight line. It's arms could move with deceptive speed. But it wasn't really agile. It didn't... or perhaps it couldn't react quickly to a sudden change. It had caught him during his dodge earlier because he had moved predictably. Because he had just stood there when it had charged him.

It bellowed once more. The words almost coherent now. Still the same cry.

"Mary Jane. Mine."

Peter was faster. More agile. He was smarter.

He was not giving MJ to this... thing.

Terror and furious, righteous anger roared in his head.

_This is insane,_ his voice screamed at him.

"You can't have her!" He roared as he ran.

They closed and he saw it begin the slight shift in it's running stance, preparing that arm again.

This time, Peter was ready.

It's huge grey arm lashed out and Peter timed his leap just right. His feet shifted to talons and he grabbed hold of it's forearm with them, using it's own arm as a perch. Peter clenched his talon's tight, keeping hold as tightly as he could and jamming at least one blade into the creature's vulnerable elbow, stabbing it in between the joint with a slight twist.

There was that moment's pause as it's brain caught up to the pain signals it's body was sending it. Peter's hand blurred and changed during that moment between injury and reaction.

The Rhino opened it's mouth and bellowed with pain, it's single good eye closing as it did so.

Which was the precise moment Peter had been waiting for.

The tendrils settled around his still human hand, revealing the gun he'd taken from Officer Martin which had been in his pocket. He shoved the barrel into the Rhino's open mouth, angling it downwards, towards the thing's throat, and he pulled the trigger.

He could fight smarter. The Rhino was practically an animal.

Peter was a tool user.

The first explosion of sound and stench of gunpowder from the service pistol was actually startling for it's intensity. He would have flinched, but the Hunter's reflexes kicked in and he held. He pulled the trigger and kept pulling, sending bullet after bullet tearing down the creature's soft throat and guts.

Immensely strong bones and an invulnerable hide did you no good if the bullet bypassed them. If anything they made things worse, Peter mused. He imagined bullets and bullet fragments ricocheting off of those strong bones and invulnerable hide, bouncing and rebounding inside, tearing delicate, vulnerable organs to shreds.

Blood sprayed out of the Rhino's mouth and it staggered, its mouth still hanging slack and open. Its good eye opened and stared in stupefied shock.

It swayed, tried to put it's weight on its bad leg and then simply collapsed onto it's ass, dull incomprehension on it's face as a wet gurgle escaped from its throat.

Peter realized belatedly that his lips had peeled back into a savage grin. Had he been smiling like that when he'd pulled the trigger? He had no idea. He licked his lips and found blood spattered on them.

He shuddered and fought down the urge to spit. He'd emptied the pistol, but he hadn't changed positions yet. He still had it pointed into the slack-jawed Rhino's face. His breathing was hard and his heart still hadn't stopped hammering.

He'd beaten it. He'd not just survived, he'd beaten this thing down.

He looked up to the window where MJ was, his excitement overriding everything else in his mind.

Her expression looking down at him was strange and distant, but his enhanced eyesight could just make out the beginnings of a smile tug at her lips... but it changed, turning to horror and she pointed.

Peter turned his attention back to the Rhino and found that it's eye had come alive again. Blazing red with anger, pain and hatred.

It leaned forward, surging towards the few inches separating it from Peter's outstretched arm. It's mouth clamped shut with a sickening series of cracks.

It's teeth, white and flat and huge had closed around Peter's wrist. Dense as his flesh and bone were, the Rhino's were just as tough. It's jaws clenched convulsively and bit off Peter's hand, the gun still clutched in it.

Peter stared at the ragged stump where his hand had been even as the Rhino made a pained swallowing noise. It hadn't parted clean. The bones were crushed flat. The flesh torn. Blood vessels were savaged and torn open, bleeding copiously.

It made... no sense to Peter. It couldn't have happened.

_Oh._ Cletus had said. _Well, that ain't good._

He was supposed to have a hand there.

_That just... that didn't make sense._

The Rhino looked at Peter's expression and gave a nasty, booming laugh, it's eye glittering in malicious amusement.

Peter stared at it. It was mocking him.

Even as he watched he saw a blank white sphere push it's way forward into the blood-encrusted hole where its destroyed eye had been. It rolled in the socket and a new eye appeared. Perfect. Unblemished.

Not only was it mocking him... it was healing.

_It's eaten our flesh._ His voice drawled, _It's like the Drago again._

Peter's fury spiked. That... was not going to happen.

He clenched his remaining hand, his left, and drove his fist into the thing's open mouth and shoved it down it's throat.

The Rhino made a choked noise and tried to close his mouth... to rip and tear the other arm off as well, but Peter had been too fast. He'd caught it unaware. and at this point had shoved almost his entire arm to the shoulder down it's throat. He could almost feel how badly torn up it's insides were... but he could tell it was already beginning the healing process.

That he wouldn't allow. His fingers became bladed claws, tearing fresh, gaping wounds inside its body, that caused a spasmodic convulsion in the Rhino's body and it's eyes began to roll up in their sockets.

The sight gave Peter a savage satisfaction that would have shocked him earlier, but now, he simply reveled in it. It wouldn't be enough. It could heal from that.

That could not be allowed.

With a cold smile on his almost non-existent lips, he unfolded the feeding tendrils of his arm within the body of what had once been Brian Watson.

- - -


	27. Chapter 27

- - -

The tide of rage that had driven Peter to finish Brian off had receded just a fraction of a second too late for him to stop himself.

He watched with sickened fascination as the rest of the Rhino's immense body collapse in on itself and he could feel himself taking control of its twitching arms and legs for just a moment before those extremities erupted into flailing feeding tendrils that began folding into themselves and collapsing upwards into the torso. He could actually feel a set of tendrils firmly clamped onto the Rhino's spine, spreading up and down it's body like a cold wave.

The screaming from somewhere else was louder... no.

Sirens. Those were sirens.

Oh. Wait... there were screams too.

The process had gone too far for Peter to stop himself. It usually occurred far faster than this... far less... intimately. But it was just so huge. There was so much to consume and it was all resisting. Every inch of it. Peter could feel his tendrils reuniting with his hand in some way that made him feel that his right hand was somehow attached to his left wrist for just a moment.

He fought to stop, but it was futile. Instinct and that gnawing hunger demanded everything. He hadn't done enough damage to its brain, and while he knew and understood consciously what that could mean, the strange urges of his body didn't care and reveled the chance to indulge in such a huge meal.

He stared, unable to look away as tendrils erupted through the skin of the Rhino's skull, the horn began to collapse in on itself and he could do nothing but brace himself for what happened next.

_The holding cell in the Forest Hills police station. A roiling, festering anger marinated in a half a bottle of Jack Daniels. He was going to make them all pay. That cop. The kid. And especially the dirty, little whore daughter of his and that filthy whore Anna- _

_- filthy place. Rats all over. The rest of the scum in here passed out. Weak, stupid drunks. Can't hold their liquor-_

_- why the hell was that cop just sitting there staring off into space? Couldn't he hear me shouting over here?! The rat-_

_- Oh God. how did I fall this low?-_

_- not passing out. Stronger than all of you. Screw you, rat. He was going to sue the damn city for the rat bite. Rabid little piece of crap. Not going to pass out. Not drunk. Screw you, weakass drunks. This was all Mary Jane's fault. He was gonna get out of here and show that little whore-_

_"I don't know what's going on, but the Old Man just up and left the city an hour ago and it just seems suspiciou-"_

_- going to take Mary Jane out of town before whatever it is happe-_

_- stupid... filthy... so soft... dirty... disgusting... making me angry. Her fault for being so... for making me do tha-_

_"You're an alcoholic, Bri. You need to get help."_

_- should be stronger than this. Have to be stronger. Can't-_

_- God, she looks so much like Anna. I need a drink-_

_"No officer, she just left me. Let me know if she does turn up so I can give her the divorce papers."_

_"I know someone, Bri. We can make this go away. Calm down and don't touch the body."_

_- why does she keep making me angry?! WHY?!_

_- all her fault! Why is she-?_

_"Madeline looks just like your sister, doesn't she?"_

_"I now pronounce you-"_

_"We can't, Brian! It has to stop! If mom and dad find ou-"_

_"But I love you-!"_

Peter let out an explosive, convulsive breath and he fell to his knees, shaking. He didn't want those memories. He didn't want Brian Watson's memories in his head. His damned life. He didn't want to know. He didn't want to understand him. Didn't want to sympathize with him.

He hated the animal. The damned, filthy drunken animal.

Brian Watson hadn't been able to think clearly... addled by the Syetsevich strain of Hydra that had altered his body and the alcohol... but his mind had been almost intact. His rage and will had somehow insulated his mind from the effects. It had probably been a short term effect. If it had lasted long enough, the infection would have fully claimed his mind.

_Being crazy helps fight it off,_ Cletus confirmed and there was a vague murmur of agreement in his mind from other sources. _Why else d'you think they offered to test on me?_

_What the hell does that say about me, then?_ Peter asked himself.

Except now... Peter had consumed Brian Watson before his mind could fully fragment. Alcohol soaked though they might have been, enough of him lingered to understand the man.

He didn't want to. He couldn't bear to.

He needed to be able to hold on to the thought that he'd just killed an irredeemable monster.

_Doesn't matter,_ the Hunter's blunt voice rang through his head. _Some things need killing._

He pitched forward, shuddering and convulsing onto his hands. Hands, a detached and clinical part of himself, maybe even the part that does all the math, pointed it out. Two. Two hands. See? One. Two.

That was something at least.

His stomach heaved and he vomited out red and gray chunks.

When he'd been able to lift his head again he saw MJ beginning to run out of the house to him. Another shudder ran through his body as her delicious scent hit him like a sledgehammer between the eyes. Then almost right behind her... Anna's scent.

He sort of started to rise then, but he caught sight of his reflection, warped slightly by the curve of a car's windshield. Every strain he'd consumed had given him some new structure. Some new advantage. Trackers, like Cletus and Donna had givn him senses, strength and speed. The Vulture had given him talons and the mass-shifting. The Hunters had given him claws. The change from the Rhino was visible as a red glow pulsing through the back of his jacket. There was something starting from between his shoulder blades and extending halfway down his back that looked like an elongated number '8'. Extending out from it were thickly glowing red veins like the Rhino had had in its limbs. He guessed it had probably had the same structure within its body, but its glow had been burried under the thick hide.

It looked vaguely spider-like and the glow pulsed in time with his heart beat.

He was beginning to shakily get to his feet when hammerblows slammed into his chest in three places. He grunted and staggered back from the impacts, managing just barely to keep on his feet as the full awareness of what was happening struck him.

At the end of the street was an armored personnel carrier. Men in the bright yellow hazmat uniforms had deployed around it and were shooting at him. In the air were two attack helicopters. Those were playing spotter for the soldiers on the ground, but the missiles attached to it that he could see were probably originally meant for the Rhino.

But he gathered they would be quite happy to use them on him if he gave them an opportunity to do so..

Anna Watson darted out of the house and hurriedly pulled MJ back inside and Peter was sure Aunt May had been the one slamming the door shut. Good. A little cover was better than nothing.

Bullets filled the air and Peter was very glad that his outermost layer of 'clothes' was something like kevlar, so they weren't quite making their neat little holes in him, but they hurt.

Newly absorbed reflexes kicked in before he could control himself. He bellowed and stooped down, grabbing hold of the undercarriage of the car next to him with both hands.

His body flooded with heat, but unlike before when it rushed out of him in an uncontrolled flare, now it centered across his back and arms and legs. Tightly controlled. More focused. It flooded out of him and into the car at the point of contact.

At the last moment, he realized what he was about to do and boggled.

Sure they were shooting at him, but he had to admit... he did look quite menacing. They were just doing their job and he didn't want to hurt them. He certainly didn't want to kill anyone.

Unfortunately the Rhino's reflexes hadn't quite yet gotten in on the party line. With an explosion of movement, he lifted the car up and over his head. He caught himself just before those reflexes telling him to throw it could fully kick in.

So he stood there, bullets buzzing past him and occasionally thumping hard into his body, holding a car up over his head feeling vaguely embarrassed that he was doing so and simultaneously marveling at the fact that he was in fact holding a car over his head.

It was easy. Over two tons of weight resting on his upraised hands and it was taking almost no effort at all. If he had to he could have held it up there all day. It didn't feel so much heavy as just awkward. Like the whole thing had been built out of styrofoam. He'd been expecting the feat to chew through his stored bio-mass furiously, but there hadn't been any loss at all that he could feel.

He hurriedly glanced up and saw with some relief that it was not, in fact, Aunt May's car.

The move of lifting that car did register with the Thunderbolts and a few of them began to run away from the parked APC.

Everyone was clearly expecting him to throw the car.

Now he was starting to feel just a little bit more embarrassed that he wasn't doing it. Like he was disappointing their expectations. Then again, that's what the Rhino would have done. Mindless aggression. He slammed the car back down on its side, using it as an impromptu barricade to keep the bullets off of him.

Not that it would've stopped the helicopters... so he did the best thing he could think of that would let him avoid having to hurt anyone defending himself.

He ran.

- - -

Knowing the neighborhood gave him a significant advantage. Adding in his speed, mobility and the ability to climb up sheer surfaces... it gave him a considerable number of options that the average person in a chase against helicopters did not have.

He ducked and dodged between houses, between buildings until he finally got to a spot... the make out spot... where he'd simply assumed another form. Donna's form now. In a distinctive bright red flannel top and within a few minutes the helicopters began moving away. The spider shape on his back was gone as well. They were looking for a tall man in a black hoodie, not a woman of average height wearing bright red.

He leaned against the alley wall and panted. He wasn't exactly winded, but he still felt drained by the fight and the chase. The buzz of adrenaline had cleared his mind of extraneous thoughts.

Just running flat out, dodging his pursuers had been... fun.

His smartphone chimed suddenly and he startled, his form blurring for a moment, prepared to fight again... until he realized what it was and fished the phone back out of his pocket. He assumed it went inside him somehow when he wasn't using it... which probably accounted for how well it survived the fights he'd been in.

It was a text message. Actually several text messages one after the other all from the same anonymous source.

"Get clear of the police station before the Thunderbolts arrive. Call me. -Hank."

"They caught sight of you. Get clear. Call me. -Hank."

"How did you stop a Syetsevich? Get clear. Call me. -Hank."

"They've lost you. Call me. -Hank."

The time stamps on the messages matched up to the start of the fight with the Rhino, around the time he'd been running after it, the moment when the Thunderbolts and their helicopters started after him... and finally now.

Whoever 'Hank' was... he had some way of tracking him. He frowned, that didn't seem right. Hank wasn't monitoring him. It seemed more likely he was tracking the Thunderbolts. Well... and possibly the GPS signal from his phone.

That was bad. He stared at his phone for a long moment and considered shutting it down... when it began to ring, startling him once more.

He muttered, "I do not need any more surprises today."

MJ's number. He sighed with relief that she was probably okay and answered.

"Peter?" Her taut, worried voice came across. "Are you alright?"

"I'm fine. I lost the helicopters." He answered, trying for nonchalant, but ending up with simply sounding tired.

"Oh, god. I was so worried. Your Aunt May's freaking out." MJ replied quietly. "She thinks you were out on the street when that thing was rampaging."

Peter smiled slightly, "Well, I was..."

"We should probably not tell her that." MJ said confidentially. Her voice sounded slightly more amused now, but it was still tightly controlled. "I'm going to pass the phone to her in a minute. Tell her you were at the library. That's far enough from what happened and she'll believe that."

"Uh... sure."

"Also make sure to tell her everything's fine and you don't know what's going on. Got it?" MJ continued briskly. "I'll fill in everything else and tell her you told me when I called you."

"Yes. Got it." Peter had to admit to himself that she was the expert when it came to this sort of thing. He could barely come up with anything plausible on his own. And he certainly didn't have the practice she had. He blinked as he realized she'd paused before continuing.

"Peter?" The tension had drained from her voice. It was a small thing. Tentative. She sounded so young and vulnerable... "That thing. The big thing that you killed in front of the house?"

Peter licked his lips, finding them suddenly dry again. His mouth felt dry. Her tone worried him. "Yeah?"

"Was that him?" She asked softly. "Was that thing my dad? It kept saying my name."

He swallowed and replied. "What was left of him... after the Hydra was done changing him, yes. I-" He didn't know what to say next. That had been her father. He'd just shot and eaten him in front of her and... how did you apologize for something like that? How was that going to affect her already fragile psyche? He hesitated and would have spoken, but she cut him off.

Her voice broke. "Thank you."

"MJ, wha-"

"I told you you didn't have to, but you did it for me." Her voice, tiny again. Relieved. Painfully, achingly relieved. It almost sounded like something had broken inside her.

"But-"

She continued, her voice still small, gentle and tender. Almost loving. He wasn't sure how else to describe it. "You didn't have to lure him there to let me watch. I would've taken your word for it... but you knew I wanted to see it, didn't you? You just knew I wanted to watch him die."

He swallowed nervously.

"I don't think I've ever met anyone who understood me like you do." She continued quietly. Sweetly.

He replied nervously, "Well... I..."

"I love you, Peter Parker." She whispered. She choked a little... he wasn't sure, but he guessed she was crying.

Something fierce and wild rose up in his chest. It had no words behind it, just raw emotion. Savage and hungry possessiveness.

Something that roared up and snarled wordlessly proclaiming, "Mine."

He shuddered, trying to fight it down and reply, but it choked off his speech, strangling him with the raw, aching need in it.

Her voice shifted suddenly, friendly, but businesslike. "I'll hand you over to Aunt May. She'll feel a lot better.

"Sure." He managed weakly.

"Peter?" Aunt May's voice came from the phone a second later. Her voice raw and worried. "Peter, are you alright?"

"Yes, Aunt May. I'm at... uh... I'm at the library. What's going on?" He wasn't sure if he was convincing, but her own worry and panic were making it simpler than usual. He hated that... but hating himself for lying to Aunt May was actually easier to deal with than

There was a sigh of relief from the other end of the line, but her voice still had that edge of panic to it. "There's been another incident. Some kind of brawl right in front of the house and people with guns. I think they're cordoning off the street. There's men in beekeeper uniforms telling everyone to stay in their houses. There's some kind of terrorists and they're telling us there might be some sort of airborne bioweapon."

"Oh. Oh, man, Aunt May-" Peter began to say, then added, "Are you guys okay?"

Aunt May's voice firmed a little, obviously trying to project confidence for his sake. "We're fine... but you probably should stay away until they're done with the decontamination. It shouldn't take more than a few hours they said. Just stay at the library until then, alright? If it takes longer, just stay at the Starbucks, but call me, alright?"

"I will, Aunt May." Peter replied.

"Good." Despite her worry, her voice turned just a tiny bit sly, "So... MJ has your number, does she?"

Peter sputtered.

"I love you, Peter. Be careful, alright?"

He only hesitated for a second, teenaged embarrassment warred with the surge of honest emotion at her words. "I love you too, Aunt May." Peter said weakly, guilt suddenly surging through his mind. This was his fault. Now she was caught up in this and so were all their neighbors.

She hung up.

Another text message chimed. This time he didn't startle.

It read: "They are safe. For now. Please call. -Hank."

The words "For now." seemed particularly ominous. Just as ominous as the realization that whoever Hank was, he was eavesdropping on Peter's calls.

He tapped Hank's number into his phone, fighting the chill of fear creeping up his spine. He didn't bother using the untraceable pre-paid. There just didn't seem to be a point.

The line clicked on and a synthetic woman's voice... one of those automated attendants began speaking.

"Hello and welcome to Oscorp LLC. Please wait a moment while we direct your call."

Oscorp. The people who controlled Gentek.

Hank worked for Oscorp.

Peter licked his lips nervously while classical music played through the speaker.

"Hello, Peter." The voice that came on was male, with a Mid-western accent and... there was a strangeness to how it spoke.

"Hello, Hank." Peter replied carefully. "Who are you?"

"I was a friend of your mother's." The voice replied. On the longer sentence it was obvious. The words had been chopped up and strung together. It was synthesized.

"This isn't your real voice." Peter said accusingly.

"It is the only voice I have, Peter." It replied. "This line isn't secure. With your permission, I'd like to push an application to your phone to give us a secure connection.

Peter sighed. He'd already come this far... "Go ahead."

There was a small chime from the phone and a small pop-up for a program asked if he wanted to proceed with a software upgrade.

"So just hit Yes?"

"Yes." Then the call disconnected.

Peter did so and the process took far less time than he expected. The phone's display changed visibly. Peter's messy sprawl of icons and rather generic background were gone. Replaced with a very hi-tech looking design that prominently featured the words: "UltronMobileOS"

Another small window opened and an animated image of a man's face opened its eyes. It smiled and from the phone's speaker the same synthetic voice spoke. "Hello, Peter. It's good to finally meet you."

Peter stared. He recognized the face. "You're Henry Pym."

"Guilty as charged." The synthetic voice replied, managing to sound amused. "And you're Mary's little boy. I admit, I hadn't expected that."

- - -


	28. Chapter 28

"Why was that unexpected?" Peter asked slowly.

"I thought it would be Ed Whelan or Cletus Cassidy." Hank replied, his synthezied voice bland and the animated little face tilted slightly as though pantomiming a shrug with no shoulders. "How did you know my name?"

It was Peter's turn to shrug... and he felt silly for doing so... but then again, maybe whatever app he'd just run on his phone had taken over the camera as well. "Found a picture of you online. Right before the Middletown, Arizona fire."

"Ah. Yes. Middletown." The synthetic voice seemed... exceptionally flat at that.

"That was you, though, right? Henry Pym? You were some sort of molecular biologist, I think."

"Yes. But that was a long time ago." Hank synthesized voice was somehow distant. Haunted. Peter wasn't sure how he'd managed that. The animated face had stopped moving.

"Almost fifty years." Peter replied, his voice turning speculative. "The reports said no one survived that fire."

"Three people survived what happened, Peter." Hank said and Peter got the distinct impression he didn't mean the fire. "You know who the Thunderbolts are?"

"Yeah. Well... sort of. The guys in the beekeeper outfits."

Hank made a harsh laughing noise. "Yes. They were what became of the original First Biohazard Threat Unit. Middletown gave their first commander his nickname. 'Let your plans be dark and impenetrable as night, and when you move, fall like a thunderbolt.""

"Sun Tzu." Pete said.

"Yes. You've read Art of War?" Hank seemed pleasantly surprised.

Peter smiled thinly, "History Channel, actually, but what does that have to do with-?"

"The Thunderbolts have a mandate to control and contain Hydra outbreaks. This purpose came about in the wake of what happened in Middletown. They took custody of the three survivors. Well... two of us, anyway. Bruce wouldn't go quietly. He went down fighting." Hank's synthetic tone had gone flat and uninflected once more.

"I'm sorry." Pete replied, not sure what else to say. Not quite sure what to ask next.

"As I said. Middletown was a long time ago." Hank said flatly. "But there are questions that need to be answered in the here and now. Do you know what happened to Ed Whelan, Peter?" Hank asked.

Peter frowned at the sudden change in subject, "No clue."

"Why did you have his login code then?" Hank asked.

"I just knew it." Peter replied defensively.

_Well, that's not suspicious at all,_His voice drawled.

_We probably shoulda called yer girlfriend for a good lie to use,_Cletus said slyly.

He flailed for a possible segue to a completely different topic and this time, undistracted by his hormones, an obvious one occurred to him. "You bypassed the lockdown in Bellevue for me."

"Yes." Hank's little face nodded at that.

"Why?" Peter's was flat with suspicion. "Why let me out? Why send me those warnings?"

"Because Thunderbolts containment protocol mandates your immediate destruction."

"Uh... say again?" Peter asked worriedly.

"I saw your fight with the Hunters on camera," Hank replied. "You're clearly infected with Hydra, however, you aren't showing any of the classic infection patterns. You can speak rationally for one. You fought intelligently, if savagely, but that's understandable given the life or death nature of the struggle. You don't have any obvious physical mutations, but you're able to activate and deactivate them at will.."

Peter coughed uncomfortably. "I guess?"

"As a full infectee, especially given how dangerous you've shown yourself to be," Hank paused significantly at this point, causing Peter to flush in embarrassment. "Thunderbolt containment protocol is clear. You need to be destroyed. You're obviously far too dangerous to hold for study."

"If that's the case," Peter shot back, "Then why keep me away from them?"

"Because you're rational. Because, unless I'm mistaken, you've been infected for about three days now and you've managed to retain your mind and sanity without preliminary controls put in. I can't even begin to tell you how rare that is. Rare enough that the authors of the containment protocols didn't even bother providing an exception for it. Too risky, they thought, no matter the potential scientific gains-"

Peter frowned and interrupted, "Preliminary controls?"

_Post-hypnotic suggestions and drugs,_ Cletus's voice supplied. _Get those in before they put the collars on us. They didn't tell me 'bout that little fact when they were tellin' me I could avoid the chair._

The Hunter acknowledged, _Doesn't always work, but when they do, they keep the infectees in line. Mostly._

"Not important, right now," Hank said hurriedly, or as hurriedly as a synthesized barely inflected voice could manage. "The Thunderbolts have their orders and no one in Oscorp or Gentek will listen to me. I need your help."

Peter made a noncommittal grunt. "What do you want?"

"They killed the cameras when the infectees began taking over the Gentek facility under Bellevue Hospital." He replied. "I couldn't see what was happening. I couldn't initiate an alert no matter what I suspected, unless I had a compelling reason to believe security had been compromised."

"When I used Ed Whelan's code, it gave you that opportunity." Peter mused aloud.

"Yes. Whelan was already a runner and believed dead. That was sufficient for me to trigger the necessary alarms. Unfortunately, by the time the Thunderbolt Response Team had arrived, all they cared about was cleaning up. They don't care how it happened, but it's important. I need to know what happened there."

"Why?" Peter shot back, "Look, Dr. Pym, I'll be happy to answer your questions, but I've got some of my own. I'd appreciate it if someone would actually tell me what's going on."

The synthesized voice gave the impression of a sigh and the animated face presented a neutral mask. Peter was sure now that Pym had to be consciously manipulating the face somehow and unless he was paying attention, the simulation didn't really match up to what he was actually experiencing. Ultimate poker face.

"What do you want to know, Peter?" The voice and accent changed. It was a recording from a movie, Peter realized. Anthony Hopkin's voice played through the phone. "Quid pro Quo- I tell you things, you tell me things." There was a pause, then the voice continued, "Quid pro Quo. Yes or no?"

Peter replied guardedly, "You know, quoting Hannibal Lecter at me is really not the best way to get my trust."

"Maybe that was a little inappropriate." The voice sounded vaguely embarrassed. "I do not get much of an opportunity to talk to people. Not like this, I mean."

"I can tell," Peter muttered under his breath. "How do you know my mom?"

"I met her at Gentek. She was head of research in the biomedical division." Hank replied blandly. "I assist the Gentek research department in their work."

"Except you're somehow reachable through an Oscorp phone number," Peter said slowly.

Hank hesitated just for a fraction of a second, but it was obvious to Peter. "I... do not travel well. I work out of Gentek tower, but I assist people in many of Oscorp's subsidiaries."

Peter frowned as various facts lined themselves up in his mind. "You're on some sort of life support, aren't you, Dr. Pym? Ever since Middletown. That's why you have to speak with a synthesized voice. And why you can't travel?"

The animated face broke into a smile. "Well reasoned, young man. Your mother figured it out exactly the same way. I've worked with other people for years who never realized I was a real person and not some sort of artificial intelligence."

"Was my mom in that Gentek facility under Bellevue? Because as far as I know, she died five years ago." Peter's voice was tightly controlled.

"Hold on, Peter," Hank said with simulated gentleness. "My question. I need you to tell me exactly what you saw in Bellevue. Was it just a mass infection as they are reporting it or was it..." He paused significantly, as though searching for the right word. "Organized?"

Peter didn't hesitate. "Jessica Drew was in charge. The card on her door said she was Subject two. Madame Hydra." He added, "She seemed surprised when I didn't do what she told me to."

The animated face went still once more. There was a synthesized muttering coming out of the phone and he thought it was cursing, but it was just random syllables. Maybe like someone hitting all the buttons on a keyboard at random.

"I was afraid of that." Hank's synthetic voice spoke after a minute, once more clear and unruffled.

Peter licked his lip as the obvious thought occurred to him, "You're Subject One aren't you?"

"Yes. Jessica was Johnathan's daughter. The only other survivor of Middletown."

"Why was my mother listed as Subject zero-seven-nine-seven?" He asked.

"Your mother was doing research for us... for Gentek. She was attempting to modify the Hydra virus." Hank replied.

"What does-? Wait... she made this thing?" Peter recoiled in disgust. That made no sense. "What would she-?"

"She did not. Hydra has been around in one form or another since World War Two. Longer if rumor is to be believed." Hank's voice took on more excitement and animation. "Understand, Peter. Hydra is tremendously transformative. Your mother was working on variant strains of Hydra designed to improve human bodies. Super-charge immune systems. Hunt down cancers. Repair cellular damage from radiation. Her team was on the brink of revolutionizing medicine."

Peter frowned, but that sounded more like the mother he remembered. "Then what happened?"

"There was an accident five years ago." Hank began, but was interrupted.

He snapped back. "I was told they died in an industrial accident. A fire. No bodies. Why was my mom under Bellevue? And I'm sure she was there up until just recently. Sleeping Beauty." He all but snarled.

"It wasn't a fire, Peter. Not initially. It was a containment breach. Mary Parker, Richard Parker and about a dozen other Gentek personnel were exposed to the raw Gamma Strain of same strain that caused the events in Middletown. Most people exposed simply become comatose and die. Your father went quickly. Unfortunately, a small percentage end up expressing the Marco Strain. Sleepers. They stay comatose. There's a tremendous amount of brain activity, but the infectee is completely non-responsive. Most sleepers don't last much beyond a year or so. Your mother kept beating the odds."

Peter's voice was choked, "And... and since she was infected you couldn't release her. You wouldn't telll anyone what happened. You just told us she died."

"I had no control over those decisions, Peter. For what it's worth, I'm sorry." Hank's voice did manage to sound sympathetic.

Peter fought the urge to just crush his phone. Instead he slammed his fist against the wall to try and relieve some of the pressure that the revelation had given him. He'd suspected it had been something of the sort. Suspected... but he'd hoped. There had almost been a chance.

He glanced down and noticed that he'd pretty much smashed a hole entirely into the wall and took a few deep breaths and forced himself to calm down. If he really wanted to go on a rampage there was a street full of cars right outside the alley...

_And a mess of Thunderbolts just waiting to shoot something, doofus._ His voice drawled back. _Calm down. Think._

"You said she was surprised that she couldn't control you?" Hank asked, breaking into Peter's thoughts, scattering them once more.

He sighed and nodded. "It was hard not to obey. She had some sort of... I don't know..."

"Pheromones." Hank replied. "When she's awake, she exudes pheromones. Normally it's impossible to resist her. The infected obey her."

"But I managed it." Peter said, frowning.

"That makes you the only other man I know of who's been able to do so." Hank replied with a small smile of his animated face. "This is very bad."

"I know. I was there. She sent Hunters after me when I didn't do what she wanted." Peter continued.

"It's worse than you know, Peter." Hank replied. "The Thunderbolts who were on-site didn't find her. they assumed her body had been used as bio-mass to feed the Hunters. Or ended up as material for the viral moss." His animated face shook from side to side. "They've only ever known her as Madam Hydra. She hasn't moved or spoken since 1964. They weren't there. They didn't see what she was capable of." The animated face had gone still again.

Peter shuddered, remembering her. Remembering how she looked and how she smelled and how... easy it would have been to succumb to her allure. Whatever had happened in Middletown must have been spectacularly bad. The T-bolts seemed to like covering their mistakes up with fire. He was starting to pick up on the nuances of Hank's communication with his synthesized voice. If he had to guess... he'd have to say the man seemed completely terrified.

Hank finally continued, "The Thunderbolts will not have enough personnel to quarantine Queens. They've called in some local Marines to make up the numbers. More of their personnel will be arriving from Thunderbolt Mountain shortly and even with all that it might only just barely be enough."

"Except the blatantly obvious hive in the middle of Forest Hills is a diversion," Peter said slowly.

"You do not think she's there?" Hank asked sharply, the vocal tones came out uneven. "How do you..." He paused then asked, "You have a Tracker's abilities, don't you? You can sense them?"

"Yes." Peter admitted.

"Why do you say it's a diversion?"

"Because the Hive in the Forest Hills Police Station's the only Hydra presence in Queens. Meanwhile Manhattan's swimming in infected."

"That's impossible." Hank's voice said flatly. "The Trackers would have-" He stopped.

"No. They wouldn't." Peter came to the same conclusion that Hank obviously had. "They're Infected. Jessica can turn them to her side. That's why you were getting reports of rogue Trackers."

"We can't rely on the Trackers, then." Hank's voice continued to be flat, but Peter imagined he could hear an edge of desperation to his tone. When he spoke again, the synthetic voice was brisk. "Thank you, Peter. You've been a tremendous help. I will need to persuade the Thunderbolts commander that he's deploying his men in the wrong place."

"Um... glad, I could help, I guess." Peter replied.

"You will need to keep your head down and avoid the Thunderbolts patrols already in your neighborhood. I'll help you as much as I can, but you do understand why keeping Queens quarantined is important to them, yes?"

Peter said, "Yes, I do. They're just doing their jobs."

"Yes. Thunderbolts command believes you're Ed Whelan. Do not disabuse them of this notion if you can avoid it. They've gotten a handle on some of your capabilities but they are not aware as of yet that you can alter your appearance. Standard containment protocol dictates that they will also be taking control of local communications. They will be using software that diverts all signalling from the local cell towers to prevent people from using their cell phones."

Peter frowned, "So how are you going to-?"

"You have an Ultron Mobile phone now." Hank said with a small flash of pride. "It will work fine. When Oscorp designed the disruption software, they included a back door for their own communications. You will still be able to make and receive calls."

"Got it. So..." He paused not sure what to do next. "You really just want me to sit this out."

"Stay out of the blockaded area. The area around The Sandoval Deli and the Police Station, as well as all points in between are designated Red Zone. They are currently being surrounded by Marines and Thunderbolts personnel as we speak." Hank replied and there was a sigh to his tone. "I will need to persuade General Talbot and Colonel Jameson to move men away from the area to start a grid search of Manhattan without any Trackers." There was that explosion of muttered gibberish syllables once more.

"But I can..."

"Peter." Hank broke in gently, "I will have a difficult enough time convincing them to listen to me. It won't be any easier if I mention that a civilian infected has retained enough of his mind to want to help. They will kill you on sight."

Peter fought down his helpless frustration and asked, "What... what will happen to the people in the Red Zone?"

"No one will be allowed out unless they pass a Hydra screening. Those that do will be taken to a temporary relocation area outside the immediate danger zone." Hank replied.

"Trackers?" Peter frowned.

"No. Blood tests. But it will take a few hours to set that up. For now, they will simply prevent anyone from entering or leaving." Hank replied. "I really do need to go."

"I've still got a ton of questio-"

"I know you must have more questions about the Hydra, but there's no time. Jessica has been free since last night." Hank's voice had gone flat once more. "It took her less than a week to completely infect Middletown with the Littleville Fever. Ten thousand people. I don't have time to waste."

Peter swallowed nervously.

His phone chimed.

"If it will help keep you busy, I have sent a few documents to you that you might find interesting reading. They should help with a few more of your questions." Hank's animated face inclined slightly and he said, "I will be keeping in touch."

Then the connection dropped. His phone was still set up with the UltronMobileOS logos. He sighed, sliding down the wall til he was sitting on the ground and began tapping his way around the phone, familiarizing himself with the new interface before he made a call. In the confusion... he hadn't had a chance to check in.

He noted with surprise that the address showed up in a small window once he'd entered the phone number but right before he hit the dial button. A residential address only a few blocks outside the designated Red Zone. Actually, only a few blocks away from where he was. A billing address, he guessed.

"Detective Stacy?"

"Peter! Where are you? You disappeared when that thing-" The older man began, but Peter realized that he hadn't been spotted. He sighed in relief and replied.

"When it started getting crazy, I got caught up by the crowd. Everyone was running, I kind of got swept up in it. What happened to you? Are you okay?"

"Just swell," George said weakly. "Cuts and bruises. A sprained wrist. Nothing major. The Thunderbolts arrived just after that thing ran off and some of them gave chase." His voice dropped, "Is there a specific reason how you were able to get a call through to me when no one else's cellphone seems to be working?"

Peter flinched mentally and considered telling him, but then again, how exactly would that have sounded. Cletus whispered into his ear and Peter replied to George, "Old Gentek emergency bypass code in my dad's stuff. Didn't think it would work. The T-bolts are keeping cellphones from working for the most part. I think I've got the only working cell phone in the area."

George grunted, "So... they wouldn't be too happy if they noticed that I have a working phone?"

"Probably not, sir."

"Alright then." George said, "Can you call Gwen? Let her know I'm okay? And make sure she made it out okay?"

"Sure."

The older man rattled off the phone number. "That's her cell. Let me know, alright?"

"I will."

"Damn. The beekeepers are getting some doctors to look us over. I'll talk to you later."

"Keep your phone on vibrate so they don't catch on." Peter offered.

"Good idea. Keep in touch."

Peter punched in Gwen's number and the same address showed on the display. The line beeped a few times, then went to her voicemail.

"Yeah," He drawled aloud staring at the phone. "That's not ominous at all."

The address blinked at him.

He sighed. It wasn't that far... and he needed to kill a little time before he could check in on everyone at the Watson house again. Or wait to hear from Dr. Pym. It wouldn't hurt if he looked in on Gwen for her dad, would it?


	29. Chapter 29

The Stacy house fit in perfectly in the street that it was in. Neat, manicured little lawn. White washed walls. It wasn't a large house by any means, but it was clearly well-maintained. It struck Peter as almost ironic that such an oasis of calm existed so close to where all the death and mess of the newly established Forest Hills Police Station hive were happening.

The neighborhood actually had a lot of cop families. His own family had lived here once. Right before the house was sold when his parents had died... no. When they'd been declared dead. Not the same thing apparently.

He remembered the house. He'd come over for play dates when he'd been younger. Maybe age eight or so? It still looked pretty much the same. He remembered there had been a plastic playhouse in the back yard then, where he and Gwen had played house. Or more precisely, their game had been called Cops and Mommies. Both of them having had policemen for fathers probably influenced that.

He stood at the front door and contemplated knocking. His hearing could pick out the television inside. There was one heartbeat in the living room. Agitated and nervous. Even if he didn't have the Ultron pop-up on his phone giving him the address, Gwen's scent was distinctive enough to lead him to this door.

He was just going to check in on her. Tell her that her dad was okay. Then he'd be on his way and he'd find someplace quiet where he could read through those documents that Hank Pym had sent him. He took a glance at some of the file names and it was enough to intrigue him.

"Project Rebirth: Alpha Strain Phase One Testing Results"

"Littleville, NY: Beta Strain Trial Results"

"Weapon Plus Protocols: Project Red Guardian/Omega Red"

He was pretty sure he wasn't supposed to have any of these. The fact that when he'd tried to open one on the way to the Stacy house, the first lines in it were "Eyes Only: Top Secret Clearance only" pretty much told him everything he needed to know about whether or not he was supposed to have them in the first place. On the other hand, they were supposed to have some more answers to his questions, or at least that was what Hank implied.

He shook his head to clear it and knocked.

He could hear the heartbeat on the other side of the door pick up and begin to move closer to the door. That was definitely Gwen. She paused at the door for a second and he realized she was looking through the peep hole.

The door opened slightly and he noted the chain still keeping it from opening all the day. He saw part of Gwen's pretty face peeking out at him and a worried expression. "Hey, Petey." She shifted her gaze away from him, looking back up the path and to the street. "Where's my dad? I've been trying to call, but it just keeps going to a busy signal."

"Hi, Gwen." Peter replied. "I got caught by the crowd when they panicked and got pulled away. Your dad's still near the Police Station, but he's okay."

She seemed to visibly relax at that. "Do you want to come in for a bit? Maybe get something to drink?"

"I..." He began to say, but she'd already partially re-closed the door and undid the chain, opening the door wide for him.

"Come on." She smiled at him. She had a gorgeous smile. The sort that lit up a room. In this case, it seemed to light up the whole street. Now that his head wasn't swimming in the carrion reek of Hydra he was in a much better position to actually appreciate it. He found himself smiling back and relaxing just a tiny bit. He hadn't seen Gwen in years, but even after all that growing up, her smile was still the same. He caught another whiff of a scent that unnerved him as he stepped into the house.

He glanced over to the hand she'd been using to hold the door open. The one he hadn't been able to see because the door had hidden it. She was holding a shotgun in that hand. A riotgun. Gunpowder and gun oil. Her fingers were wrapped loosely around the pistol grip and her finger resting against the trigger guard. It was pointing up, but he had a feeling that if she'd needed to, she could've quite quickly and smoothly swung that weapon up to her shoulder and gotten a round off.

That sent a chill up his spine.

She noticed his attention on the shotgun as she closed and locked the door once more. She shrugged, still smiling. "Hey, after what I just saw happen, I wanted to make sure I was ready."

Peter swallowed. Well... she always did seem comfortable with hitting him when they were younger. "Wow. Um... looks like you've got a whole lot of ready there."

"Mossberg 590," Gwen said proudly. "Dad insisted that I know how to use it and a couple of other things in case of emergencies."

He nodded grimly. "That's actually a good idea." He paused uncertainly, "Is your mom here?"

Gwen shrugged, her expression mostly neutral, but there was an undercurrent of distaste to it. "She and dad are on a 'trial separation'. She lives in New Jersey now."

Peter winced and tried to cover up his embarrassment over asking the question by looking around. "Uh... nice place."

The living room was neat. The furniture was in earth tones and mostly looked well-lived in, but not shabby. The sofa and easy chairs all bore marks of having been well-used. Nice, but inexpensive and definitely several years old. There was a large flat-screen TV on one end of the room, hanging above a fireplace and was probably the most expensive thing in the room.

The TV was tuned to a news show, and the blank-eyed newsreader was saying something about a terrorist bombing in Queens, but that no one had any details yet.

"I was watching the news to see if they'd tell us anything useful," Gwen said, noting where he was looking. "So far, though... nothing. All that anyone's said is a terrorist bombing."

She sat in one of the easy chairs, inclining her head to the couch for Peter before she settled down and cradled the shotgun in her arms. He was slightly unnerved at how comfortable she seemed to be holding the thing. Gwen looked over to him and frowned slightly, "I think we both know that's not what that was. I don't know what that was, but it sure as hell wasn't a 'bombing'." He could hear the quotemarks in her voice.

"Maybe not." He hedged, unsure how to reply.

"Maybe it's just me being a cop's daughter and just a tiny bit paranoid... but I can't help but notice that you weren't surprised at all when those people started coming out." Gwen said in a carefully neutral tone.

He took a deep breath, not certain what to tell her, but that shotgun, lovingly cradled in her arms, decided things for him. "I wasn't sure what was going to happen, but I figured something was going to." He said tiredly as he sat on the couch, letting himself luxuriate in a chance to sprawl bonelessly on it.

She watched him carefully, noting the very real exhaustion in his tone. "Do you want to tell me?" She asked gently, her tone less guarded than before.

He closed his eyes, his voice sounded hollow to his own ears. "It's some sort of virus, called Hydra. Or that's what I keep being told. It transmits by body fluids, I think. Those infected get... changed. Sometimes it just destroys their minds. Sometimes it puts people to sleep. Mostly it kills... and sometimes... it turns people into monsters." He shuddered.

He startled when he felt the couch shift slightly next to him and Gwen's roses and sweet cream scent settled down next to him and her hand was on his, squeezing it. He looked at her, and her expression was sympathetic and worried.

"How do you know about this?" She asked, her voice softer now.

"The people who killed my Uncle Ben? They're tied into this. I was investigating it." He admitted. It was technically the truth. He didn't need to add in the small detail of how intimately aware he was of how the Hydra virus worked. He gave a small, bitter laugh, "I can't believe his funeral was only this morning."

She squeezed his hand again, "I'm sorry about your Uncle."

Peter sighed and looked away, but he didn't pull away from her hand. It felt good. Soothing. Part of him was cataloging the differences between how MJ's hands felt versus how Gwen's did and that brought a slight flush to his face.

_Ain't you a Cassanova?_ Cletus' voice interjected slyly. _Just you be careful. Looks like she knows her way around that shotgun, make no mistake._

He sputtered mentally and flailed about to find something to cover that up. He began talking again, slightly rushed. "The Army... I think it's the Army, anyway, have people who specialize in trying to keep this thing contained. They call themselves the Thunderbolts. They've cordoned off the area and they're probably why no real news of this has gotten out yet. They're blocking transmissions into and out of the area too. Pretty sure that's why you can't get a call in to him. Your dad's with them, so he's pretty much as safe as it's possible to be that close to the Hive."

"Hive?" She asked, confused.

"The Police Station. That's what it's turned into. If it doesn't get cleaned up fast enough... I think it's going to make more monsters." Peter said. He opened his eyes once more and gave her a small smile. "Sorry. It's just... it's been a long couple of days."

"I'll bet," She said, returning his smile. He noted though that the whole time she'd been sitting next to him and holding his hand... she hadn't let go of the shotgun. He could see a thought occur to her and the gentle expression on her face turned thoughtful. "If you got pulled away by the crowd, how do you know my dad is okay?"

He fished his phone out of his pocket. "The Thunderbolts are using software from a company called Oscorp to mess with the cellphone signals. I found a back door into it. Hold on, let me see..." He dialed her father's number.

It rang a few times before George Stacy's voice came through, "Hello, Peter. Did you talk to Gwen?"

"I did one better," Peter said with a small smile and he looked up to Gwen who was staring. "Here." He said, handing the phone to her.

"D-daddy?" Gwen asked into the phone the relief obvious in her tone. Him telling her he was alright was one thing, but there was no substitute for actually hearing his voice.

Peter smiled and looked away. He got up to his feet and walked around the couch a bit, trying his best to not pay attention by focusing on the TV.

He did catch George Stacy's jovial tone as he said, "I'm a little concerned about you having a boy over at the house unsupervised. Keep your shotgun handy, alright sweetie?"

What caught his attention though was the mild blush that came to Gwen's lovely face right before she laughed. Just a teeny bit too hard.

There was a sort of wordless knowledge that chimed in from the back of his mind to the effect of: _Well, that's interesting._That he wasn't sure, but may possibly have come from Donna the Tracker.

Peter turned away entirely and watched the news. It was some sort of live feed from his own street. The reporter was obviously trying to get past the cordon. Men in fatigues... probably the marines, denied them access. One was reaching for the camera. The car he'd flipped onto its side was still clearly visible in the background.

The reporter's voice suddenly rose sharply. "Oh god..." In the background, streaming around the car were several dozen people running. It was blurry and it jostled, perhaps to anyone else, it might have looked like a normal crowd of people. Peter on the other hand immediately saw the distorted proportions of the runners. At least one was running on all fours like a Tracker. Some only wore a few tattered remnants of their clothes.

They were swarming up the street. His street. The same street where the Watson house was on. The camera was jostled aside at that point and had obviously fallen to the ground. Gunfire erupted and a few of the running infected staggered back, but they didn't stop. His heart hammered in his chest. Aunt May. MJ. Anna.

Peter swore under his breath and he noticed Gwen had stopped her conversation to stare at the TV screen. The screen blanked out suddenly and was replaced by a 'Please Stand By - We are Experiencing Technical Difficulties' sign. It was a local cable channel that had been broadcasting it, not an affiliate of a major network, which might have explained how they'd gotten as far as they did in the first place.

"What's wrong, Petey?" Gwen's voice was concerned, but the phone was still against her ear.

He grimaced. "That's our neighborhood. I need to go." He was already halfway to the door before Gwen caught his arm.

She gave him a level stare, she was obviously trying to keep her voice level, but the quaver in it was obvious. The shaking of the hand that held him back was even more pronounced. "What do you think you're going to do? You just told me there's an army cordon around that area. There's monsters and sick people in homicidal rages running around. What do you think you're going to do?" Her voice had gotten thick as she spoke.

She would have been right. The sensible thing would have been to stay away. He was just a teenager and he really had no business being in the middle of that mess. On the other hand, Gwen wasn't in possession of all the facts.

_Such as the fact that we could probably wipe the floor with those losers if we set our minds to it._Cletus drawled.

He had to go.

Had to.

They were in his territory.

HIS.

Peter tried to sound simply confident, but the worry and anger had lined his spine with ice and roughened his voice. "I like their chances better with me there than by themselves. I know the neighborhood really well. I should be able to sneak in."

"Then what?" Gwen's voice had gone sharp, but softening the edge was the obvious concern and her own fear. She still hadn't let go of his arm. Her hand still shook.

He glanced away and shrugged. "I can help them hold those things off until they can be pushed back or get them out. Something. Better than just sitting here."

"Think, Peter." She snapped. When she spoke again, her voice was pleading. "You're going to get yourself killed if you go there." She inclined her head at the phone and her lips pressed into a thin line. She passed the phone back to him. "My dad wants to talk to you."

"Detective Stacy?" Peter said into the phone.

"Are you sure you're need to do this, son?" George asked with quiet urgency. "You saw the same things I did. Not all the martial arts training in the world is going to be enough against some of those things."

"I have to, sir." He inhaled sharply. His chest felt tight as he admitted out loud a truth that he had realized the moment he'd seen the Runners on their street. "I... Aunt May's all the family I have left."

There was a long pause before George Stacy replied. "Damn. I understand. I wish you wouldn't, but I understand. Damn. Just like your father. Don't do anything stupid." He paused then added, "Stupider."

Peter almost smiled at that. "No, sir."

"Pass me back to Gwen real quick, Peter, then you should be on your way." George said.

Peter passed the phone back to Gwen, whose expression was still concerned and disapproving, as she accepted it. "Yes, dad?"

He didn't even bother avoiding eavesdropping this time. He overheard George Stacy tell his daughter, "Keep your Mosberg with you, sweetie. If it becomes necessary, I'm going to leave it to your discretion to use the panic room, alright?"

"Yes, sir." She said, her voice had gone slightly shaky, but Peter could tell she was fighting hard to keep her fear down. Her heart was hammering.

"I love you, Gwennie. I'll see you soon. Hang tight."

She swallowed. "Love you too, Daddy." She hung up and passed the phone back to Peter.

He nodded gravely and moved to the door, but she caught his arm again. She asked in a shaky tone, "Petey... Do... do you want me to...?" She took a deep breath, forced herself to calm and she held her shotgun up just a bit, drawing his attention back to it. "Do you want me to go with you?"

Peter smiled slightly, but shook his head, "I appreciate the offer, but your dad's going to kill me if you came with me. I think he gets why I have to go... but I'm pretty sure he's not going to want you following me in there."

She gave a small laugh, but the relief in it was palpable. She flashed him a small smile. "Oh. Okay. Um... I'll hold the fort down. If you end up managing to get them past the military cordon, you can bring them here. If that would make things easier for you."

He nodded. "Thanks."

And with that, he stepped out of the door and began running down the street. Hard.

He flared heat and his weight went away to near nothing, his bounding steps covered yards at a time, fast enough to outpace cars. As he ran he tapped MJ's number onto his phone.

Her voice sounded tightly controlled, just on the near edge of panic, through the phone. "Tiger, get over here. We need you."

"I'm on my way," He said, trying his best to be reassuring, but his heart was hammering too hard for his chest once more, threatening to break free. A few infected weren't anything for him to worry about. Not any more. But, MJ, Anna and Aunt May were only human. The false calm in MJ's voice was worrying him. She sounded like she was just about ready to begin screaming. "What's going on?"

"We're on the second floor." She said, her voice rushed, but clearly trying very hard not to show too much fear. "They got in through the windows in the kitchen. We got up here before they got to us and we've got them locked in the dining area, but we're stuck."

"That's not too bad-" He tried to say calmly, but she cut him off.

She made a small squeak. It could've been a scream of terror, but smothered. Forced small. Her voice rose slightly and became a breathless rush, "The Harrisons from across the street just tried to drive past the cordon. The Thunderbolts shot them. They just.. one of the beekeeper guys just shot Mr. Harrison through the windshield. into his head. I just saw them do it. They're not letting anyone out! They-"

"Calm down, MJ. Calm down," Peter said, wracking his brains and trying to take his own advice, "I'll think of something, alright?"

There was silence for a moment, then her voice replied, suddenly ringing with absolute serene confidence. "Yes, Peter. I trust you."

He shuddered a little at that. It almost felt like a stab through the heart. Pure, perfect, child-like trust that he would be there for her.

That he would save her.

_No pressure_, his own voice drawled in his head.

"Don't Tell Aunt May I'm on my way," He added. He wondered briefly if he was being irrational about keeping it from her, but then simply decided that he didn't want her worrying about the fact that he was about to cross an Army- _or was it Marine?_- cordon around a quarantined area then fight his way past a street of homicidal Hydra infected. She had enough to worry about, right?

"Please hurry, Tiger." She whispered into the phone.

"I'll be there soon." He murmured back and hung up as he began to run up the side of a building. They had the streets blocked off, but no one was really watching the rooftops.


	30. Chapter 30

- - -

Peter leaped off the top of a five story building several blocks away from their neighborhood. There were helicopters in the distance, but no one really close enough for a good look. Or rather, he hoped the floor show was interesting enough to keep their attention.

Given everything that was happening he was hoping people weren't looking up.

He spread his arms slightly to either side of himself, fingers spread and he let the wind catch him. He had his weight flared down to a negligible amount. The leap had given him a bit more distance and an initial direction.

It had been a good idea when he'd started, but he realized belatedly that while he was able glide on the wind well enough to get above the Marine cordon it was also slow. He was almost literally drifting on the wind. He was guessing that he'd made much better time on foot, but he couldn't be sure. His position made distances deceptive. Gliding along over a hundred feet above ground at the whim of the wind and dropping slowly, made it difficult to gauge just how fast he actually was going.

He needed to go faster. He tilted his head down and let instinct make the necessary adjustments. In some wordless way, he shifted his weight again. This time, no longer entirely negated, but in a way he didn't understand, his weight was shifted. He was falling now, but at an angle. He remembered standing on the wall. Running on the ceiling. It hadn't just been his talons gripping the concrete. He'd shifted how his weight fell, somehow. Not straight down. He 'fell' at an angle. He wasn't sure how it worked exactly, but there was some sort of internal shift and suddenly gravity was acting on him in a way that would be giving Sir Isaac Newton fits.

Minor factoid. File it away for later when he'd have time to do some tests.

It pretty much had been since he'd first consumed the Drago... the Vulture. Consuming the Rhino had somehow improved his control tremendously.

Now here he was, doing the next best thing to flying and he couldn't even really appreciate it, because he had to hurry. He had to get to the Watson house as fast as his new talent could take him.

It still wasn't really flying. It was a very specific sort of controlled fall. He felt like he was plunging headfirst down at a crazily angled street. He knew intellectually that he was falling at a roughly thirty degree angle with respect to the ground and building up a decent amount of speed in the process.

He closed in, shooting over the cordon and the crowd of infected on the street. Even from where he was, the stench of Hydra came up thick. If he concentrated he could pinpoint individual sources now... but it was so hard with so many of them. He hadn't expected there to be so many. It hadn't been that long. Had it? How long had it been since the Hive had closed up? An hour? Two? How fast was this spreading?

There were definitely more now then what he'd seen on TV. Some of the homes had their doors and windows broken open. others had tried to make a break for it to the cordon. Peter swallowed as he noted the large numbers of broken and bleeding bodies just short of the cordon. They'd set up a short concrete barricade on the road, topped it with razor wire and two APCs had large machine gun emplacements poking out of their backs, aimed up the street. It was possible to drive past the narrow gap in the concrete barrier, but only if one of the APCs were moved aside to let them through.

Ironically, the Parker home had been completely unmolested. On the other hand, his sharp eyes caught sight of the crowd of infected surrounding what remained of the Sandoval Deli. The Hydra scent for it was live and strong and beginning to show the ropy splotches of the viral covering on the concrete that marked the building's conversion to another hive. Peter mused that there was probably a few hundred pounds worth of potential biomass in the place's walk-in freezer from a week's worth of unused deli meats.

He started shifting his mass again, heat, no longer flaring, but shifting internally, moving away from his head, down to his feet, cutting his acceleration sharply, slowing his fall, but his inexperience and the limited assistance of his instincts betrayed him.

He misjudged his landing and instead of settling down, light as a feather as he'd initially intended, he came down, still just a shade too fast into the back yard of the Watson home. He didn't have time to flip himself around to get his feet under him and was in mid-movement when his shoulders and back slammed into the ground with only a fraction of his apparent weight.

That was the good part. It didn't hurt. Unfortunately, gravity, momentum and surprise all factored into the completely undignified pratfall that occurred. He rolled on his shoulders, almost making it to his feet, but he still had too much forward momentum and ended up flipping end over end, bounced off a rock before finally slamming to a stop upside down against the back fence, his legs tangled over the top of the short fence.

The back yard was thankfully empty of anyone who might have witnessed his embarrassment. He didn't really have time to think about that now. He rolled back to his feet, his body flaring heat as it went back to it's normal weight. He sprinted for the back door. It was still intact and closed... but the large picture window overlooking the breakfast table was completely shattered. From what he could see, the table just inside was a complete wreck. As though multiple feet had stomped all over it on their way in.

That would not have been so bad... except he couldn't see any infected in the kitchen or dining room area.

Worse, the door to the living room had been burst open. The stairs to the second floor were through the living room.

He took a deep breath, blocking out the stench of Hydra from the street and concentrating his senses entirely on the house.

Spice, Lilacs and Waffles. All around the second floor. Two huddled close to the front of the house, where the master bed room had been. That was good. They should be fine there, but the third...

Peter licked his lips. MJ's scent and her frantic heartbeat placed her halfway down the stairs.

Worse, she was surrounded by a miasma of cloying Hydra scent. Her own scent was still clean, but they were close to her. Too close.

A spike of panic surged heat through his body. He smashed through the back door ripping it easily off it's hinges in a burst of frantic strength. He ran for the living room, smashing aside the fallen furniture in his way with no difficulty at all, praying that he wasn't too late.

MJ screamed. Her heart beat even faster. His own rose sharply as his fear spiked. In the fraction of a second it took to cross the distance his mind flashed all manner of horrific images and scenarios that could present themselves to him.

He moved faster.

Peter burst through the open doorway as she continued her scream. At the base of the stairs and halfway up it, were infected. Men and women, all twisted in various ways by the Hydra. None quiet. All trying to get up the stairs. He couldn't get a clear count of how many were there, crowded as they were.

MJ's scream continued, but Peter realized it wasn't one of fear.

It was a battle cry.

She stood her ground at the middle of the stairs, in mid-kick. She was driving the heel of her heavy work boot into the face of one Infected that had almost made it up to her level. She caused it to overbalance and fall back among it's fellows infectees.

Her eyes gleamed, caught somewhere between panic and bloodlust as she swung around a handgun. The same heavy handgun she'd taken from the Thunderbolt operative in Manhattan. The one she'd intended to use on her father. She hadn't fired it yet, he could smell that much, even through the confused cloud of smells in the place, but she brandished it, pistol-whipping another grabby infected in the neck, sending it tumbling over the railing and onto the floor below where it landed badly, there had been a loud snap and it's neck hung at a grotesque angle. It stopped moving, beyond a few involuntary twitches. The already glazed eyes... which Peter noted had been brown once, but were now filmy with cataracts... went completely empty.

There was a shift in the crowd then. A handful... the three, perhaps four, at the lowest end of the ladder, the ones who had the least chance of reaching MJ in the first place, changed directions and swarmed to the unmoving infected on the living room floor and began to eat it.

There hadn't been anything like his feeding tendrils. They were going to town in the simplest and most brutally effective method available to them. They bit into the still warm and vaguely twitching flesh and blood ran, staining the carpet. MJ couldn't see it from her vantage. Which was just as well... she was too busy fending off more of the Infected to notice.

As the first of the feeding infected began to rip out a large chunk of bicep from their dead, two more abandoned the stairs to join the feast, lessening the press on MJ. She still had to keep giving ground, but she was making them pay for every inch they took.

A fierce pride surged in him at that, but just as quickly, a glance at the fallen infected and the crowding inhuman creatures tearing it apart and eating it sent a spasm of terror and disgust and nausea clenching his stomach. He felt too cold and too hot all at once.

And hungry.

His imagination threw more images at him. MJ down there. Being the focus of the feasting Infected. Aunt May. Anna. He remembered how the Draco's broad, too flat teeth had torn into poor Mr. Sandoval. The blank, empty eyes of the infected in the Bellevue hive, sill alive. Comatose. Stacked on top of one another like a grotesque compost heap. This was worse. This was a feeding frenzy. Another one of the infected on the stairs gave up on trying to get at MJ in favor of the easy meat that had fallen.

An arm was ripped off and the infected who'd done it, a woman in a short skirt who seemed to be halfway through the process of turning into a tracker, clambered onto the sofa to eat in relative peace away from the frenzied crowd.

That was what would happen to the people he cared for unless he did something.

He knew they were victims. He could pick out their clothes, make educated guesses about what kind of people they had been before this had happened to them. But now, victims or not, they were animals. Inhuman monsters. Mindless. Ravening. Hungry.

In an abstract way he cared that they had, through no fault of their own, become this way. He felt sorry for them. But only in a dim, distant and abstract way.

He didn't care enough to be gentle. Not anymore.

Fury surged up his spine. White hot. He snarled and grabbed the closest infected fighting to get to MJ at the foot of the stairs.

He hadn't even consciously called for the full length of his claws to form, but they had and the massive blades at his thumb and pinky closed around the infected's neck, slicing cleanly and easily through the flesh. He gave a jerk and the head popped free of the body, enclosed in a cage of his clawed fingers for a brief moment before he whipped it around and slammed his bladed fist and the head into another infected higher up on the stairs, pinning it between his claws and the wall, disemboweling it. His other claw flashed in an arc, slicing through two more infected, breaking thigh bones as his blades cleaved through them with terrible strength.

Four down in under a second. The ones higher up didn't even get a chance to register the newer fresh meat before he was on them, Claws punching through the back of one, exiting it's stomach in a small fountain of gore. Another just simply lifted bodily off the stairs and slammed head first into a step. Yet another hurled out of the way by raking claws to slam into the feeding crowd on the side of the stairs.

Peter's conscious mind stopped cataloging what he did. He stopped paying attention and simply let himself tear into them. They would not touch MJ. They would not move any further up. He could hear a savage roaring and snarling as they were torn apart and he realized that it was coming from him.

It had taken him seconds. Literally. Seconds.

He wasn't even consciously aware of having deployed his feeding tendrils. Out of the corner of his eye, he noted absently, that his legs were a mass of them, consuming and absorbing the infected that had fallen at his feet.

That had stopped him as much as the realization that he'd almost effortlessly ripped a dozen infected apart bare-handed. As he stood there, breathing hard, more from the explosion of rage and terror that he'd just unleashed than from any physical exertion. He watched as the short tendrils unfolding from his legs and arms and back... cleaned up.

They'd gotten so much faster. A tendril would pierce a fallen infected and within a few seconds it would collapse into it's own mass of wiggling tendrils that would writhe and slither their way up the first tendril to be absorbed into his body... the newer mass of tendrils grabbing hold and feeding on any other bodies it encountered along the way, transforming them similarly. Nothing was capable of moving fast enough to avoid the slow, writhing mass of tendrils unfolded from his body and the bodies closest to him. And he could feel all of them. Feel his body in some strange, inexplicable way covering half the steps in a carpet of writhing tendrils, hungrily feeding and devouring the bodies of the fallen infected.

_How are you that different from them?_ His own voice asked in awed horror in his head.

Cletus's voice replied. _I clean up after myself._

He wasn't sure if the half-hysterical giggle that rose in his mind was his own or if it belonged to one of the other voices.

The stairs were completely clear of infected. A smaller crowd of about eight were still in the living room, eating... but with a disquieting sense of polite warriness. They seemed to understand that they were in the presence of a bigger, stronger predator and were loathe to catch his attention.

He snarled down at them and they startled all at once. All of them began making their way for the back of the house, dragging the half-eaten carcass with them as they made their escape.

In theory he should have killed them all. They would just try to do this to someone else, his mind insisted, but he was sick. He was terrified... not just of them or what they would do, but he'd become terrified of what he'd actually been capable of. He'd fought for his life before. He'd fought to protect other people... but this wasn't that. He'd let himself tear through them.

He had wanted to kill them. To hurt them. Because they were going after what was his. Because they were in his territory. Trying to take from him. His chest tightened at that and his fury began to bubble up once more, warring with his self-loathing.

He thought about chasing them down and dealing with them. Dealing with, hah! Eating, you mean, his voice snarled in his mind. They seemed to realize that and hurried away. In far less time than he had expected, they were gone.

He stood alone near the middle of the stairs. He also noted absently that the stairs below his position had lost large patches of carpet and wallpaper... his tendrils feeding a little too aggressively, he supposed. The entire place was a mess.

He looked up to the head of the stairs where MJ stood, gun still in hand. She had a pair of black jeans on and a plain white shirt that was plastered against her sweating body. Her hair hung as a limp and tangled mess, still halfway covering her bruised eye.

She was panting hard and staring down at him, chewing her lower lip furiously.

She looked incredible.

He licked strangely dry lips and clenched suddenly clammy hands and said, as casually as he could, "Hi."

He thought the gaze she'd turned upon him had been one of disgust and terror. In fact he'd been sure she would be ready to scream and bolt any moment now. He'd just shown her what he was really capable of. The kind of brutal, remorseless predator that he was. He wasn't sure what he would do if she ran, but he figured he would... he could just take to the streets. Keep the house secure from the approach of any other infected. That way she and Aunt May and Anna would be protected and they'd need never even see him.

So it actually caught him completely off guard when she half-ran, half-jumped down the stairs, wrapping her arms around him and began kissing him hard on the lips.

He made a muffled sound of inquiry and confusion before he fully registered her warmth pressing against him, molding herself against him as she kissed him furiously, her tongue urgent against his lips and he was too startled to keep her from what she wanted. She tasted of salt and sweet and copper.

He felt his body shifting against hers and a raw, primal part in the back of his mind respond to her hunger and began kissing back just as furiously.

It was very, very good.

A detached and very confused part of him wondered where the hell he learned how to kiss like that until the he remembered belatedly that two of the men he'd consumed had been married and probably did know how to do... such things.

Despite his own complete inexperience.

A sudden chill fell on his passion when he realized that one of those 'experienced' parts of himself had been Brian Watson. He shuddered and forced himself to calm down and pull away.

It was hard.

So hard.

His body trembled with the force of his own denied hunger, but he broke the kiss off, shuddering.

_Y'know, my Pappy always told me it's a bad idea to stick it inta crazy._ Cletus offered.

MJ stared at him, her eyes shining. It hadn't been fear, he realized. That... had been hunger. Possessiveness. Need.

Her eyes took on an amused glitter and she murmured in a low, throaty purr, "Hi, yourself, Tiger." She snuggled into his arms. "You were kind of late to the party, so I had to start without you."

"I was being fashionably late," He smiled back, painfully aware of how good she felt against him. How deliciously she smelled. How she'd tasted. Then he remembered just how much she was managing to freak him out and forced himself to get back on track. "Are... um... are you okay?"

"Much better now." She replied breathlessly, her voice starting to come back to something like normal. "I did my best... um..." She looked embarassed for a moment and held up the pistol, which he realized she'd still been holding while they'd been kissing. That was what she'd had pressing against his back.

Her voice was embarrassed. "I couldn't get it to work."

His eyes flicked to it and noted exactly why it hadn't worked. He gently took the gun away from her, pocketing it before she could protest. "You left the safety on." He said quietly.

She stared. "Oh." She paused and stared at him and simply said again, "Oh."

Then she laughed. Or it had started as a laugh, as the tension of the fight, the fear, the adrenaline all suddenly broke and somewhere halfway, the laugh had turned into ugly wracking sobs and she was crying against his chest. He realized she was muttering and rambling weakly into his chest, "I was so scared. Oh, god, Peter... I didn't know what to do. I knew you were coming, but I was so scared. I'm sorry I doubted you. I'm sorry I thought you weren't going to make it."

He winced and did his best to soothe her, stroking her hair, holding her. He made comforting noises, unsure of what else he could do.

- - -

It took her a few minutes to calm down and while she left his shirt sodden with tears, a quick blurring of tendrils across his chest wiped them away and Peter tasted salt. He suppressed a shudder at the fact that he was tasting her tears.

She gave him a smile, her eyes somewhat blotchy, but she looked much improved. "What do we do next?"

"How are Aunt May and Anna?" He asked.

"They're in the master bathroom," MJ replied, taking his hand and pulling him up the stairs. "She twisted her ankle when we were running up the stairs. May, I mean. Aunt Anna's wrapping it up in bandages. I don't think she's going to be able to put any weight on it."

Peter puffed out a breath, then frowned as he realized something. "They don't even know you were out here do they?"

She shrugged nonchalantly, "Why make them worry?"

He winced and tried his best not think about why she would have such a mindset. "I hate to say it, but the house is going to be a spectacularly bad place to make a stand in. The back door's wide open. I might have cowed those infected for now, but I don't think it's going to stick for too long. Especially not if they come in here with more. We've got to get you guys out."

MJ shook her head, "The people at the blockade in the road aren't letting anyone through." She wrapped her arms around her stomach and seemed to be suppressing shudders. "They're shooting everyone who's trying to get past. Even people running away from infected. We're in the middle of a George Romero movie and we're on the inside of the barricades, locked in with the zombies."

"MJ..." Peter began to say gently, but she gave him a smile that cut off whatever else he wanted to say.

"But you're here. You can get us past, right?" Her voice was much brighter than the situation warranted.

He sighed as he let ideas play through his head and discarded them almost as quickly. "Maybe. I don't know. I wasn't really thinking this far ahead. I just had to make sure you were all safe."

That earned him another hug and MJ.

His phone dinged and he fished it out of his pocket.

She frowned. "Who's texting you now?"

He shrugged and tried not to notice how upset she seemed at that. He tapped on his phone and found that it was a text message from Hank: "You were supposed to stay away. Call me."

He sighed. "It's a friend of my mom's. He already helped me a little. He knows about the stuff that's going on, but hasn't really told me as much as he could. I think." He paused, then frowned, "And I'm sure he can track the GPS on my phone. Give me a minute, he might be able to help us."

He tapped the speed dial for Hank and put it on speaker. The man's synthetic voice sounded flat and toneless. "I told you to stay out of the Red Zone, Peter. Why are you in there?"

"The infected were going to over run my neighbor's house. My aunt's still here-"

"You need to leave." Hank's voice cut him off abruptly.

"That's what I'm trying to do," Peter snapped back. "Do you have some way I can get past the cordon without them shooting at-?"

"No. They have their orders, Peter. The cordon across your street is primarily Marines, but there are Thunderbolts in charge of it. If anyone approaches, anyone at all, they will be stopped. They will not allow anyone through. Not fellow Thunderbolts, not anyone."

"So much for disguises," Peter muttered, quickly abandoning the idea of pretending to be a Thunderbolt Officer trying to make his way back to the cordon... not that it really would have worked if he'd had to bring Aunt May, Anna and MJ with him. Well, maybe MJ in her hoodie could've passed as a Tracker, but if that wasn't going to work...

"How did you get back there in the first place, Peter?" Hank asked, his voice synthetically softened. "Just go back the way you came and-"

"I jumped from the roof of a fifth story building." Peter replied.

"... you what?" Hank's voice had gone flat once more.

He replied, ignoring the synthesized voice's question, "I've got to get three other people out of here too, Dr. Pym. Can you help me at all?"

The phone was silent for a long moment before it began to speak, "Peter, I don't know if I..."

"Please!" MJ spoke suddenly.

There was another pause before Hank's voice replied in a flat monotone, "Am I on speakerphone?"

"Yes," MJ replied before Peter could. Her voice was high and sweet and pleading. "Please, sir. The only reason Peter came back here was to save his aunt and us. You can't ask him to just leave us here..."

She almost looked as though she were about to cry again and he put an arm around her shoulders, but once he did, her expression cleared immediately then she smiled wickedly at him and winked.

"You weren't supposed to-" Hank began, then interrupted himself. "We can't risk-"

Peter replied firmly, "They're not infected if that's what you're worried about. I can detect Hydra infections, Dr. Pym. They're clean."

There was an explosion of random syllables once more and MJ looked up at Peter curiously. He shook his head and Hank spoke again, this time his voice had returned to a gentler tone, "This isn't like Bellevue, Peter. I can't just override a lock. There's men surrounding the Red Zone. You would have to probably fight your way past... or sneak past somehow, but you can't do that with..." The synthetic voice trailed off suddenly.

"What is it?" Peter asked.

The phone made the electronic equivalent of a sigh and a pop up window opened, showing a map of the neighborhood. "There is side street." The map zoomed in. "No one was expecting the Infected to come out of the Hive so quickly. The cordon isn't as air-tight as it is supposed to be." One street was highlighted in red. "The Infected have not spread that far and there is supposed to be an APC detailed to this location, but they've been pinned down a few blocks away supporting another squad against several hunters."

MJ and Peter looked at one another, their expressions brightening.

Hank's voice had turned urgent. "I expect someone back in Thunderbolts Command will notice the gap shortly, but I will not call attention to it myself. You have maybe five minutes before someone sees it. Perhaps ten to twenty before personnel can be moved into place. If you hurry, you can make it out before that happens."

"Thank you," MJ pitched her voice warm and grateful, but Peter could see that it wasn't showing in her eyes.

There was another brief bout of nonsense syllables. "Just go. We will speak more later, Peter."

Peter shut the connection and memorized their destination. On foot for the Watsons with him carrying Aunt May, he guessed it would be at least a half hour walk. By car... perhaps seven minutes or so. Although that would involve having to deal with any stray infected that they ran into, but he wasn't too worried about that. Well, not so much for himself, but he couldn't risk his companions.

After a minute, he put his phone away and noticed that MJ was looking at him with a thoughtful expression.

"What?" Did he have something on his face? Had she been wearing lipstick? He didn't taste any... right? Would he know? Or would MJ, in fact, have MJ flavored lipstick?

"He wants something from you." She said after a moment, her voice cool and distant.

Peter shrugged. "I suppose. I don't know what though, but he's willing to help us and we kind of need all the help we can get."

She nodded then stared at him a bit more.

He blushed slightly, squirming uncomfortably under her gaze. "Er... now what?"

She smiled a little and asked gently, "Were you planning on letting Aunt Anna and May know about what you could do? Or did you maybe want to be someone else when we tell them you're going to get them out of here?"

Peter thought about that for a moment. He wondered a little at the implications of MJ having to be the one to remind him to keep his mask on. He'd seen... a little of what was behind hers. She was the expert, so it made sense to take her advice.

He just had to get them away from this place. Get them somewhere quiet... somewhere where he could have some time to think. He nodded and took a deep breath, his heartbeat spiked and his body shifted.

She eyed his new form critically, "Police officer? You ate a police uniform?"

"Something like that." He muttered darkly, flashing back to what had happened at the police station. It was hard to believe that had barely been two hours ago.

"Let me do the talking. You just back me up, okay?"

"Gotcha."

- - -


	31. Chapter 31

- - -

"Are you sure I can't do anything for you, Officer Martins?" Anna Watson's smile as she leaned out of May Parker's car window was inviting. The button up men's shirt she had on, was a button or two down, showing a very interesting amount of cleavage. Her hair had been gathered into a short tail and pulled away from her face. "You only saved our lives after all."

The slightly portly, round-faced man with the ruddy complection blushed harder, swallowed and tugged at his collar. "Uh... thank you, ma'am. Just... just... part of the jugs- job. I mean part of the job." He stammered and looked away hurriedly. He noted that MJ Watson, sitting shotgun was glaring daggers at him.

He coughed, "Anyway, we're well outside the military cordon here. You should be able to make it to your brother's place with no problems. I need to get back to Detective Stacy and let him know you guys got clear."

MJ gave a sweet smile that didn't reach her eyes and said in a sacharine tone, "We really shouldn't keep you then. We'll see you around, Officer Martin." She gave him a last glare over Anna's shoulder. He gave her a small, apologetic shrug the moment Anna looked away.

In the back seat, May was asleep. Well, unconscious, really. The stress of the past few days had interacted a bit too strongly with the pain killers Anna had managed to dig up for her twisted ankle and now she was finally getting some sleep. Anna had confided in "Officer Martin" that poor May had been sleeping badly since her husband's death.

As they pulled away, MJ shot him another look over her shoulder, through the back windshield. She rolled her eyes and smiled, trying to show him that all was forgiven just from her facial expressions. Which he was kind of glad for, but the whole thing had not been his fault. At all.

Anna had been the one flirting with him.

The entire car ride. He was glad their escape from the Red Zone had been so anti-climactic. Otherwise, he would have been much too distracted to be of much use.

He ducked into an alley as the car pulled away and let his body shift back to his own form. Peter heaved a sigh of relief. He was glad MJ had decided on the story that 'Officer Martin' would be needing to leave once they were outside of the Red Zone. It would be safe enough for them to drive to Staten Island where they would be staying at MJ's house. He'd rejoin them there as himself.

Of course, if he'd wanted to, he could've just showed up as Peter when he'd come to rescue them and they could all have gone together. He needed some time to himself first.

He still didn't understand why he kept feeling these impulses to hide himself away. To disguise himself. Well, perhaps it did make sense. After all... Peter Parker was human. He was just a normal teenager.

The longer he could keep that illusion up... his mental gears ground to a halt at that. It wasn't an illusion, he insisted to himself. He was human. His body had changed almost beyond all recognition. He was a killing machine, but he wasn't reverting into some kind of murderous animal...

_I hate to be the one to break it to you, boy... _Cletus' voice said mockingly, then laughed.

The clamoring of almost wordless jumbled voices in the back of his mind had gotten louder. There were more in there. Threads of thought. Images. Scents. Memories that had no context and made no sense, but were all still pressing against the back of his mind. At least a dozen more. Maybe. Not all of them had voices. Not all of them had joined in the chorus. Most of it was just... hunger. Need. Fear. Lots of fear.

He was actually losing track of how many people he'd killed- eaten- in just the past few days. Not even Cletus at his worst had been that bad.

_I always kept track. _Cletus interjected proudly.

If nothing else, Cletus Kassidy had been a tidy monster. It would just be his luck that the clearest voice in his head would be the one belonging to the murderous psychopath.

_Takes one to know one, _Cletus shot back.

He fought down another shudder and kept walking. He didn't know where he was going... but he had time to kill.

_Bad word choice. _His own voice drawled.

He had the address they would be meeting up at in Staten Island, but every road out of Queens was already clogged with people fleeing. He wished he could have stayed with them, but he didn't really want to risk it. His brand of... protection... certainly wasn't going to be useful against normal people. Putting him to use against the infected was one thing, but he didn't want to risk having himself in the middle of a crowd of normal people if something bad were to happen.

_Except, if you actually were there, then you might still be able to help, _his own voice drawled. _Instead you're over here. They're over there. Maybe this time you'll be too late to help._

He didn't know how long it would take for them to get through the human tide trying to get out of the borough, but he wasn't expecting them to manage it anytime before dark.

He'd probably need at least that long to get his own head on straight.

He hadn't really picked a direction, per se. He'd just walked.

In little under an hour of random wandering, that had ended up with him right in front of the Stacy house.

He stared at the house. The neighborhood was still quiet. No one, it seemed, really wanted to be out on the street. Dusk was still some few hours away, but with everything happening, he wasn't surprised that people would want to stay in.

He really hadn't planned on coming back. Despite Gwen's impulsive invitation, there really wasn't any need for him to get her involved.

On the other hand, she at least deserved to know that he was okay. She had seemed worried about his leaving. And perhaps he could at least give her a little more phone time with her dad. It was probably the least he could do. Also... if she didn't mind, it probably would've been a better place to kill a little time than wandering the street.

But on the other hand,even with those excuses, the thought of a friendly face to keep him company, and a voice that wasn't in his head, what he really wanted a little time to himself to think. He would have crossed the street and kept walking, but the front door opened and Gwen peeked out. She gave him another of those brilliant smiles and said, "You're okay."

Well, there really wasn't any helping it then. He smiled weakly, thinking furiously. He knew she would ask what had happened. He just knew it. He needed something to tell her. Something that wouldn't sound ridiculous. "Yeah, I... uh... I didn't manage to get past the Marines."

She winced and beckoned him inside, "Come back in." He went.

The TV was still on the news. Images cut back and forth between various streets packed with cars. Peter recognized a couple of on ramps for the bridges or the freeways. Nothing was moving. The traffic had everything stopped. A few cars had actually been abandoned and people were trying to walk just to keep moving. A few were longer shots of some sort of military barricades or checkpoints stretched across the bridges or freeways. Nothing close enough for those military men to notice that they were being taken, though. He suspected they had orders about how they were to deal with cameras.

She hit the mute on the remote in her hand, then tossed it onto the couch. She had relaxed slightly, but he could practically feel the nervous tension crackling off of her, "Do you know what happened to them? Are they okay?" Her tone was concerned and he noted idly that she still hadn't relinquished her grip on her shotgun. If anything it had tightened.

He gave her another weak smile and nodded, "Yeah, yeah... I got hold of them on the phone. They're out of the Red Zone. Aunt May twisted her ankle and they're kind of freaked out, but they're okay."

She heaved a sigh of relief. "I'm glad. So where are they?"

"They're heading to Staten Island. They have a place they can stay there. I'm going to meet up with them later." Peter replied, but noticed Gwen's expression look concerned once more. "What's the matter?"

"Petey, the Marines or the Thunderbolts might be keeping that Red Zone locked down, but everybody's trying to leave Queens. I mean everybody. The news said that the Marines and the National Guard are trying to control traffic in and out, but it's so congested nothing's moving." Gwen replied slowly. "After you left, there's been no other news being broadcast other than that people should stay at home. They're instituting a curfew too all over Queens. Nobody out after dark. For any reason."

Peter winced. "What, not even the people stuck in that traffic jam?"

Gwen shrugged and hugged her stomach, cradling the shotgun in her arms as though it were a shield, "It's bad. If they're trying to make it out of Queens, I don't know how far they're going to get."

He groaned. "I better let them know, if they don't already." He reached into his pocket for his phone.

Gwen nodded. "They're welcome to stay here until things blow over." She plopped into an easy chair, put her shotgun down on the floor next to her and tucked her feet up underneath her, settling a throw pillow on her lap. "I... I mean... I'd..." She shifted nervously and Peter realized just how scared she really was. "I'd actually appreciate the company you know?"

He smiled and while he could understand that. He... was fine. He didn't really think anything out there could really hurt him anymore. He was more worried about hurting other people. MJ at least had her aunt and Aunt May with her. Gwen on the other hand... she only had her dad. He was still deep in the Red Zone right now. Surrounded by Thunderbolts, but also by rampaging infected.

"They'd probably appreciate the place to stay. Hopefully they haven't gotten too far into the traffic jam yet." He pulled his phone out and dialed MJ's number.

She picked up on the first ring, but she only got as far as "Pe-" before there was a scuffling noise and it was another voice.

"Peter," Anna's voice was uncharacteristically terse. "Where are you?"

"Uh-"

"And before you answer, I want you to know that I can usually figure out when MJ is lying to me." She continued, interrupting him, "You aren't even close to her level of skill. So," She let her voice drift off for a moment, "Where are you?"

"Detective Stacy's house." He blurted out.

There was a long moment of silence before she asked gently, "So... not the library?"

"Uh... no." He sighed. In this specific instance, she seemed to have already figured that detail out.

Anna made a little hmmming noise and Peter could just about imagine her looking over at MJ.

"What's going on, Ms Wa- I mean, Anna?" He stammered out. She wasn't even here and she was doing a number on him. Embarrassing indeed. He glanced over and noted that Gwen was watching, still concerned.

"Why are you at Detective Stacy's house?" She asked, voice still cool and tightly controlled.

He wracked his brains at this one. He... well... he honestly didn't really have a reason to be here. He'd just ended up there by chance. Earlier he'd sort of been intending to go, but that was just to... well, that sounded like a better reason than: 'I kind of just wandered here.'

Peter replied, "I was checking on Detective Stacy's daughter for him. They got separated earlier."

There was another momentary pause before Anna spoke again. "Peter, were you at the library at all today?"

He flushed and muttered, "No, ma'am. I was at the Police Station... um... I told Aunt May I was at the library so she wouldn't worry."

Anna gave a small laugh, "I'm guessing you're the one responsible for sending the police officer to get us out?"

"I..." Peter hedged, but well it was technically true. "Yes."

"I thought as much. We're at the library parking lot. As it turns out, it's been closed all day for renovations." Anna said, her voice amused now.

"Oh."

"Yes. Oh. I'm glad you're safe at least. The traffic was so bad I decided it would be easier to pick you up first before we tried for the freeway. Imagine my surprise when MJ kept trying to persuade me not to."

He could almost hear the smirk in the older woman's voice. In the background, he could hear MJ's slightly scandalized voice saying, "Aunt Anna!"

"That obviously got me suspicious, especially when I know she's been wanting to see you all afternoon." Anna continued with just the tiniest bit of a teasing tone. Peter could easily imagine her winking at MJ as she said that.

He coughed in embarrassment and flushed once more. He was really glad that this was a phone conversation. Gwen's expression had gone from concerned to amused at his reactions. Peter grabbed hold of the bit of the entire point of the call and held on tight, hoping to divert her before his face spontaneously combusted. Given how weird his body had gotten, he wasn't ruling this out as a possible ability. As it was his face had heat up so much he half expected it to float off his neck.

"I actually wanted to talk to you about that." Peter replied."The news is pretty much showing it's going to be almost impossible to get out of Queens right now. Gwen, that's Detective Stacy's daughter, she said it would be alright if we stayed here for a bit. Just til things quiet down." He glanced over to Gwen who was nodding.

"I don't know, Peter..."

"It beats staying in the car, Anna." Peter said. "There's also a curfew coming in to effect. I don't know what they're going to do to anyone caught out after it, but I don't want you, Aunt May or MJ to find out."

"There is that, but wouldn't we be imposing?"

Peter pitched his voice low enough that Gwen couldn't quite hear, "And I think Gwen's worried since her dad's still in the Red Zone. I think you'd be doing her a favor. She could use some company.".

"I see." The teasing had left Anna's tone, but it was light and playful still. Peter wasn't good with people, but even he could tell that it was a mask. Anna was scared. Her best friend, Aunt May, was hurt and out cold. She was the one in charge and Peter could tell she was not liking it. "If you think it would be a good idea."

"It... um... it sounds good to me." He tried to force a bit more cheer into his voice, "Once they start letting people out, you'll get to see Detective Stacy again."

"Oooh," Anna laughed, "You do know how to sell an idea to a lady, Peter. Alright. What's the address?"

He rattled it off and she repeated it back to him before passing the phone to MJ with no warning.

"So. Flirt-meister..." MJ said in an almost too casual tone, "You're at Detective Stacy's house... with his daughter?"

"Um... yes."

"Is she cute?"

"MJ, she can hear me." Pete mumbled into his phone. That curious expression was back on Gwen's face, even as she pretended she was paying more attention to the TV.

"Yes or no question, Peter," He wasn't sure if she was just teasing now or if her voice had taken an edge. How exactly was he supposed to answer that? There was no correct answer! How did that even work? There was no getting around the fact that Gwen was gorgeous. He could always just tell MJ the truth...

_That's crazy talk and I won't hear none of it. _Cletus drawled,

He blurted out the first thing that popped into his head, supplied as it was by a voice he wasn't familiar with.. "Not as cute as you are."

There was a long pause. Peter noted absently that Gwen had picked her shotgun back up and quirked an eyebrow. He smiled apologetically to her and shrugged.

MJ suddenly laughed and said, "Nice save, Tiger. I'll see you soon."

She hung up.

Gwen glanced over to him and treated him to a slow, lazy smile. Not the one that lit up her eyes, but this one resembled those smiles she used to get when she had a fistful of his legos in her hands. The shotgun cradled there in their stead did not fill him with confidence in his continued well-being.

"So..." Gwen said, gesturing idly with one hand towards his phone, "Your girlfriend?"

Peter shoved his phone back into his pocket hard and covered his face with his hands, the furious blush back on his face with a vengeance. barely showing around his fingers. "I... I have no idea."

"One of those complicated things, right?" Gwen nodded sagely, "She's your 'not-girlfriend'."

"Didn't Betty Leeds in fifth grade used to call you my 'not-girlfriend'?" Peter asked, peeking around his fingers.

"You remembered." Gwen laughed like tinkling bells.

"It's not the same thing." He continued to mumble from behind his hands, his blush not having abated at all. "Maybe. Kind of. Sort of."

"And your 'not-girlfriend' is cuter than I am?" She smiled wolfishly.

He lowered his hands, met her gaze with a tight embarrassed smile and gestured to the TV, "Can we concentrate on the zombie apocalypse a couple of blocks over instead of me?"

"I suppose, but you're funnier." Gwen gave her tinkling laugh once more. Peter considered that and realized that it must have been a relief to be able to laugh, even if just a little, "You haven't changed a bit."

He chuckled despite himself and felt himself relax just a tiny bit more. She thought he hadn't changed. That was important. "I guess not."

- - -

It took a bit over two hours before Aunt May's car pulled up to the Stacy house. Aunt May was still asleep and Anna had been surprised when Peter had gently pulled her out and easily carried her inside.

Gwen directed him to an undecorated guest bedroom on the second floor and he overheard Anna murmuring aloud, "I didn't realize he was that strong."

MJ's voice floated up in a half-joking low mutter, "Aunt Anna, I saw him first."

Gwen had laughed.

Once May had been settled and MJ and Anna had time to freshen up, Peter had done the introductions. Gwen had offered them cold cut sandwiches and sodas while the Watsons settled down on the couch. Gwen kept to her easy chair. Peter could have taken the other chair. The recliner, but he prowled around the room, vaguely restless.

MJ had the hood of her hoodie back up and she'd gone quiet again. Acting like she did when he'd first met her... was that only a few days ago? He hadn't thought about it too closely, but realized that she'd shied away from Gwen and had barely spoken to her. Maybe she really was just naturally shy. The bruises on her face had faded some, but she could also still be trying to hide them.

Peter wasn't sure when, but he noticed that Gwen was no longer holding her shotgun. Huh. Maybe she'd only held onto it specifically while he was around. Just like her dad had told her to, he thought sourly.

They chatted quietly, watching the news, which was filled with a great deal of nothing important. Nothing was being broadcast out from the Red Zone anymore. Absolutely nothing. Peter had tried to reach George Stacy to see if they could get any more information from inside the Red Zone, but the older man's phone had simply rang until voicemail picked up.

That could have been worrisome. Or it could simply have been that he wasn't in a position where he could take the call.

_Or he's dead_, Cletus supplied cheerfully.

As they chatted, the conversation had turned to what they'd seen in the Red Zone. Gwen had admitted that she'd been at the Police station when the initial rush of infected had burst out.

This had earned him sharp looks from Anna and MJ when she told them about how he'd saved her and her dad.

Gwen noticed everyone's expressions, especially Peter's wince. "Oh. Oops. I guess I shouldn't have mentioned that? Sorry."

Peter smiled weakly. "I... uh... I might have forgotten to mention it. I guess."

"You most certainly did forget." Anna said with a shake of her head, a tiny bit of frost in her voice. "I'm just glad your Aunt May's still sleeping."

"You don't need to tell her," Peter said in a rush.

Anna leaned back into the chair, crossing her arms under her breasts. Which Peter very hurriedly looked away from. "I really should, but no harm done right now. She's still been worrying about you so much." She shook her head once more, "And then you go and do exactly the sort of thing that's just going to stress her out even more."

He hung his head, "Sorry."

Gwen said, holding a hand up, "Hey, come on... it's not like he knew those things were going to be there. And if he hadn't been there, I would've been dead. It's not fair to-"

Anna held both her hands up, "I know, I know. I'm sorry. It's not really my place. I won't tell May you've been hurling yourself into danger. She'll just start fretting then start in on the complaints about you being just like Ben."

"Really?" Peter blinked.

"Jumping in without thinking, mostly. Him and his brother," Anna smiled gently, "I guess it's something with the Parker men." She elbowed MJ, "Keep that in mind, hmm?"

MJ blushed slightly, burrowing deeper into the couch cushions and mumbling something incoherent.

Peter might have said something else, but MJ was looking at him through her bangs from under her hoodie and she had a serious, thoughtful expression that made him wonder. - - - 


	32. Chapter 32

If Peter were to be honest with himself he was half-dreading and half-hoping what he would encounter when he poked his head out of the bathroom.

.Aunt May had woken up briefly, hours ago, just long enough to be reassured of the situation, given more painkillers and to join them for a small dinner of fried spam sandwiches, which Gwen admitted was about the extent of her culinary skills. Peter picked at his. He felt he shouldn't have been hungry, given just how much he'd... consumed... not too long ago, but somehow his body's appetites just kept going, despite his conscious mind's attempts to curb it.

In the end, he'd finished it anyway and had seconds.

It was past one in the morning. Given the stresses of the day, everyone had decided to turn in right after dinner. Everyone else had fallen asleep. Aunt May and Anna had the twin bed in the guest bedroom. MJ had the living room couch and Peter had been relegated to an inflatable mattress in the Stacy basement. Smack in the middle of Detective Stacy's workshop which smelt of dust and sawdust and untouched power tools.

It was cool in the smothering dark and silence, but his senses sharpened, giving him the entire scene in shades of grey and every sound and scent of the others in the house came to him easily. He could hear the heartbeats and breathing of the others settle into sleep quickly in the floors above him.

He envied them.

He'd tried to sleep as well, but there was just too much going on. Too many thoughts, and not all of them identifiably his, to let him settle down to sleep. It didn't help that he didn't even feel tired. Barely any sleep the night before, running to and from Manhattan, his Uncle's funeral, fighting monsters on and off all day... between all of that, he should have been wiped.

Instead he found himself persistently awake. So much so that he found himself reading through the restricted files Hank had provided him while he let his phone charge up.

Once he'd finished them, he was even less inclined to sleep.

If anything he shivered and wondered if he'd ever be able to sleep again.

Doing what he was doing in the basement's tiny half-bath was his way of taking his mind off of things. Once he was done, he figured, it might even settle him enough to sleep.

He felt that there probably was something vaguely wrong in what he was doing as he snapped another photo but it beat the alternative, which was to lie down in the middle of the dark basement workshop and do nothing but think dark thoughts and listen to the strange voices.

The noise of the air mattress shifting startled him. He'd been so caught up in what he was doing that he hadn't really noticed her arrival until that moment.

He sucked in a breath and recognized the scent.

He poked his head out of the bathroom then and found the single bare bulb for the basement lit. In that dim light, he could make out MJ's head poking out from the nest of blankets and comforters he'd been provided with on the inflatable mattress. She smiled at him then. Small and shy and oddly vulnerable.

"Hi." She'd said.

"Hi, yourself." Peter replied uncertainly. He stood in the open bathroom door watching her.

"It's freezing down here," She said, eyes on him. "And you're naked again."

He glanced down at the T-shirt and pajama bottoms he appeared to have on, then glanced at her. "Uh... I guess I just don't notice it much now."

She flipped down a corner of the heavy down comforter that was on top of her and beckoned him over. She still had the material firmly pulled up to her chin, but he caught a glimpse of pale white shoulder in the movement and swallowed hard.

"Uh... are you..."

"I'm freezing. You aren't." She gave him a lazy, teasing smile, "Warm me up?"

He walked over shakily and slipped in under the covers with her, putting his phone down on a workbench that had been right next to the mattress.

He slipped in and immediately she scooted over, wrapping an arm around his chest and settling her head against his shoulder. She smelled wonderful. The heat flowed out of her into him as she snuggled closer and he realized mostly with relief, but not without a tiny bit of disappointment that she was actually still wearing a large shirt and some sort of loose shorts. Her shoulder had only shown because the shirt's neckline had been badly stretched out at some point and hung loosely enough that it fell over one shoulder.

He also noted idly that the shirt had originally belonged to Anna Watson, because he could pick up her scent on it as well.

The mingled scent wasn't helping his suddenly overtaxed hormones any good.

Did he even have hormones like that anymore?

In any case, she was fully dressed. Safe. Maybe.

_Or she likes havin' someone else take her clothes off for her, _Cletus supplied with the mental equivalent of an eyebrow waggle.

_With your teeth, _the Hunter added with a small growl that had to do with unfamiliar appetites.

A mental presence that he recognized as Donna also helpfully provided images on how to manage using only lips, teeth and tongue to unhook a front clasp bra... which made him wonder how she would know... until he realized that she was giving it to him from the perspective of someone watching her own bra being removed in that way.

Then he also realized that MJ was not wearing a bra under her shirt and promptly commanded everyone to shut up while he turned his attention away from this extremely fascinating fact.

She pressed a hand against his chest and murmured, "You're tense."

"Um... mind wandering. I guess." He replied vaguely, fighting down how much he was enjoying just having her against him. "And... um... you know..."

"Betcha I could get you to relax." She murmured teasingly as she nuzzled into his neck, "Never had someone cuddle against you like this before?" She asked a moment later.

"No. Never." He replied, but images flickered in the back of his mind of other people, other selves all doing things like this... in one case from both perspectives simultaneously... but that was them and he was him. He clung a little tighter to her.

She made a small pleased sound as his arm tightened possessively around her shoulder. "We haven't had a chance to talk since yesterday. I guess it's the day before now, isn't it?"

"Yes." He nodded and sighed, "There's... I found out a lot. This whole thing is messed up. Bellevue. All of New York. Hydra. The Thunderbolts. Everything about it."

"Do... do you want to tell me about it?" She murmured quietly. Tentative once more. Scared.

He licked his lips. Why was she scared? He was the one scared of her. Or more precisely he didn't understand her, which had turned quite easily into a sort of fear. He didn't understand and he wasn't even sure he could. She had been nice to him. They seemed to have enjoyed one another's company... and she hadn't even blinked at the thought that he was an inhuman monster that had killed her father. She'd wanted it. Wanted it badly enough that letting her watch him do it had earned him a declaration of love.

She needed help. He wasn't sure if he was the one to give it to her, but in the whirlwind they'd been caught in, he realized he needed her just as badly. He had to talk to someone who wasn't in his head. He needed to make sense of things and she was the only one who even came close to seeing what he had seen. Perhaps Dr. Pym might have been able to offer some perspective, but there was something off-putting about the man, something slightly shady that even MJ had picked up on that made it difficult to trust him.

He glanced down at her as the silence stretched and grew brittle. He realized the she was staring at him. Her eyes were large and luminous in the dim light.

Terrified. Not of him as a monster, but of what his reply to her would be, he realized.

She was gnawing on her lower lip again and she seemed about ready to bolt. Her heart was thunderous in his ears and the scent of her filled him. She shifted. It was a prelude to slipping out of the blanket. He could tell. She dropped her gaze and he could tell she was shifting her weight, preparing to go.

_Let her_, his own voice drawled. _It'll be safer for her. Safer for you. You can't afford to nursemaid her dysfunction, you have enough problems._

On the other hand, he couldn't just abandon her, could he? Reject her like that when she'd... He shivered as he realized just how badly damaged she must be to cling to him like she had.

With great power comes great responsibility. It wasn't just in the strength to dead lift a car. She had given him great power over her. She... she really wasn't prepared to deal with the world, he guessed. He held power over her that she had given to him... and he had a responsibility to her.

He was pretty sure that wasn't what Uncle Ben had meant that for, since he mostly used it as a joke, but if you repeat something often enough, the lesson sticks. She wanted him to take care of her. She seemed to have taken that fact as gospel now. That he would come to her rescue.

Her personal monster. Her Tiger.

Maybe it was an unhealthy thought... but for right now... without any other way to get her help, maybe it was all he could do... right?

_Or you're looking for justification to do what you wanted to anyway. _His own voice drawled in clear disgust.

The decision seemed to release something within him. A sense of wordless, fierce possessiveness roared down his spine. His arm, of its own accord tightened around her. He pushed his face into her hair and took a deep breath, savoring her scent and the feel of her against him.

She squeaked then, stiffened for just a moment and shivered, before she melted against him with obvious satisfaction. He kissed the top of her head and murmured. "Sorry, there's just a lot to go over. I... I'd like to talk about it. It's a lot of messed up."

He pulled away and looked into her eyes, which were shining and tender once more. He gave her a small, grim smile. "I'm a whole lot of messed up." He told her.

She nodded, shifting away from him slightly and laying on her side. She looked into his eyes, her own very bright, very serious and she said gravely. "I'm here for you. Talk to me."

So he did. He told her about what had happened when he'd left her last night. Had it really only been 24 hours since that time? He'd told her about finding Manhattan saturated in Hydra scent. Fresh and vibrant. How he'd found the Hive under Bellevue. Jessica Drew. The fight against the Hunters. Hank Pym unlocking the door for him. He told her about what had happened at the police station. About the fights. Running to their rescue. He told her about Hank.

She had listened and nodded. He was sure his retelling had been rambling and disjointed. Skipping backwards and forwards as details were recalled then slipped in off-sequence. He talked non-stop for over an hour, giving it to her as clearly as he could.

Then he told her about the files that Hank had given him.

"They're pretty much an outline of what the US Government has done over the years to weaponize and use Hydra." Peter said quietly. "It kind of mostly fits in with what my research turned up on the Thunderbolts from last night."

She smiled a little. "Alright, I'll bite. What is Hydra? Where did it come from?"

They were sitting up. No longer quite cuddled together. MJ sat at one end of the air mattress, one of the comforters wrapped around her shoulders like an over-sized shawl. Peter sat cross-legged, outside of the blankets. The mild cold was bracing and helped him focus. He had the blankets off to make it easy to gesture.

Peter spoke, "The files don't really spell it out. I've was able to do a little searching on my phone. Some stuff kind of fits with what's in the files. Basically, in 1942, Dr. Abraham Erskine is smuggled into the US. He was originally involved with a... human improvement program there. Eugenics. Surgical alterations. Early attempts at direct genetic modification... There's a lot of nasty stuff implied."

"I probably don't want to know, do I?" MJ asked, making a worried face.

Peter shook his head, "Probably not. In any case, he was accompanied by a Russian teenager, who identified herself as Natasha Romanov."

MJ frowned slightly, "She's important because?"

"Because she's probably the source of the first samples of Hydra in the US. Romanov Strain. She mostly displayed enhanced strength, speed, coordination, endurance, and a healing factor. A lot like what I had when I first got infected, but without the feeding tendrils."

"Ah. Did they say where she got it from?" She asked.

Peter shrugged. "She claimed that it ran in her family. It's speculation on my part mostly. She claimed to be a descendant of the Romanov royal family. The only surviving granddaughter of Tsareivich Alexei Nikolaevich."

MJ interrupted, "Hold on. I watched Anastasia. The Romanovs were all dead in 1918. Except for Anastasia." She paused then made a sour face, "Except that was just a movie?"

"Something like that."

"Why do cartoons have to lie to me?" She sighed dramatically, which made Peter laugh.

"This part's all speculation but it kind of fits... Alexei had hemophilia. He was treated by Rasputin, the mad monk of legend. Now, if you watched the same Discovery Channel specials I did..."

"... which I did not." MJ grinned.

"... you would know that conspirators, afraid of the influence Rasputin had with the Romanovs, set about to kill him. Pretty much over the course of one night, he was poisoned, shot, strangled, stabbed, beaten and it finally took drowning to finally put him down."

MJ looked thoughtful. "That sounds kind of familiar."

Peter nodded. "And Alexei responded so well to whatever treatments Rasputin gave him that when they tried to kill him with his family, he was shot repeatedly and stabbed with bayonets, but simply wouldn't die. He finally stopped moving when they shot him in the head... but when people came back later and found the bodies of the royal family... Alexei simply wasn't there."

"So you're thinking Rasputin had the initial strain and passed it to Alexei... who then passed it down to his granddaughter?" MJ asked.

"It makes sense. Erskine figured out that their unusual resilience and exceptional physical skills were the result of the Hydra virus in them." Peter gestured, "The US grabbed him right before the Nazis could and we put him to work trying to see if the Hydra virus could be made to do their work in other people."

MJ shuddered.

"The virus has a very limited life outside of a living body. Any samples that they were going to use had to come straight out of poor Natasha. They got careless. They bled her too much. She died a month after..." Peter shook his head and grit his teeth, "They had a few surviving samples, but none of the original with her gone. They were able to cultivate what little they did manage to salvage in rats... that was what they called Strain Alpha. They got successful results... so they decided to go ahead with human trials."

MJ snuggled deeper into the comforter and caught his serious expression. "What happened?"

"Being in the rats changed it. Strain Alpha wasn't as... stable... as the original Romanov Strain." Peter replied. "In 1942, Erskine tested it in a temporary facility in Maryland called Camp Cathcart which was just a short drive from Fort Detrick. They injected live Hydra into three hundred volunteers. Soliders and civilians both, wide variety of ethnicities. Natasha had been born with her Hydra infection. Erskine had no clue how things were going to turn out introducing it to an already fully grown organism."

"Go on."

He nodded, "About half of those simply went to sleep and never woke up again. Of the ones who didn't end up comatose, around ninety ended up... affected. Some physical enhancement, but all higher thought shut down. Physically perfect apathetic, mindless shamblers. The remaining became aggressive. Hungry. Some of them suffered even more extreme physical mutations... closer to early versions of trackers. They ended up with a bare handful that got the improvements they hoped for and still managed to remain... well... sane enough to be of any use."

"How many is a handful?" MJ asked in a small, horrified voice.

"Four." Peter replied. "Four successful results out of three hundred. That's not counting the other eighty people who were killed by the aggressives. That included Erskine and everyone else involved in the original research. The Army covered it up by claiming the dead were lost in action in Europe."

"That's terrible."

"Terrible enough to convince Washington to stop messing with Hydra." Peter said with a nod. "At least for a while."

MJ reached a hand out of the comforter and gave Peter's hand a comforting squeeze, "I wish I could say I was surprised... but I'm not."

Peter spoke, his voice gone hollow, "In 1961, Dr. Philip Masters somehow managed to convince their higher ups that they had the answer. A new strain of Hydra. Designated Strain Beta. Much less aggressive. Longer shelf-life outside of a human body. They were sure it would work where Strain Alpha had failed."

"They wanted Super Soldiers for Vietnam?" MJ asked.

"Pretty sure that helped push the decision. Except this time, they were so sure that they would get better results if they had a larger testing population to work with." Peter continued.

"Oh." MJ realized what he meant.

"They tested Hydra Beta on the population of Littleville, New York. They told everyone it was a flu shot." Peter growled. "Told them that it was going to help them. That they could expect some flu-like symptoms... that it would be normal and that they shouldn't be alarmed."

MJ squeezed his hand harder.

"The websites I found that talked about Littleville fever barely scratched the surface. They only knew about a few of the fatalities. They didn't know about the rest going into extended comas. Or the riots that broke out when aggressive walkers started tearing apart homes to build... well... they'd be hives now, but they blunted the Hydra's aggressiveness and virulence to some extent. They had to build the hives manually... the infected were using the sleepers to incubate more of the virus. To ready it to spread. There were a lot less major mutations, but the ones that did break through were far worse than anything that showed up during the Alpha Strain."

Peter sighed and looked down. "Troops from Fort Detrick had it almost contained, but the whole town was a powder keg of infected. That was the first time they'd seen the infected coordinating. The Army was set to have the town bombed to stop the infected from breaking out."

"Did they?" MJ asked.

Peter smiled ruefully, "In the end, it actually took an infected high school physics teacher to stop it. Poor guy developed a strain that leached the calcium from his bones, but at the same time built a massive number of neural cross-connections in his brain. Turned him into a super genius overnight. He figured out the virus from first principles and developed a way to somehow shut it down and flush it out of an infected person's system."

"There's a cure?" MJ asked, "No. Wait. If there were we wouldn't be having this problem. So, let me guess. He's the only one who knew what he did?"

Peter nodded, "Dr. Richards was already dying when he stepped out in front of the Army troops maintaining the cordon around Liddleville. He managed to tell them he had the infected 'nullified', but didn't have time to explain what he actually did. I think there's still samples of his notes around, but the files I have don't tell me what was actually on those notes. Between that and whatever happened to Middletown, Arizona, with strain Gamma in 1964..."

"What did happen?" MJ asked curiously.

Peter shrugged. "I don't have any details. It was the worst, though. Only three people survived it. It was bad enough to prompt the US Army to put together an organization whose only job is to keep this stuff contained."

"The Thunderbolts." MJ supplied.

"They didn't quite give up on studying the stuff. Trying to get it to do more, that sort of thing. Except they farmed that out to private companies like Gentek."

"Work done by people like your mom." MJ noted.

"Exactly." Peter heaved a sigh. "Things changed again in the early nineties. The equivalent of the Thunderbolts in Russia, Oruzhiya Plyus... Weapon Plus... folded due to budget cuts. Unlike the Thunderbolts, their focus was less on containment and more on trying to develop Hydra to it's fullest possible expression. They wanted to see just how far Hydra could take the human body. Their results were... weird."

"Like how?" She asked.

Peter gestured vaguely, "They bred the specific strains to create a higher incidence of manifestation of specific packages of mutations. They had six specific strains that they could reliably breed that they considered the most dangerous. They called the 'Zloveshcheye Shest'. The 'Sinister Six'. Each one named after the first infectee to survive the full transformation. Smerdyakov, Trackers; Kravinov, Hunters; Drago, Vultures; Syetsevich; Rhinos... and two more I haven't run into yet. Gragan, the Scorpions; and Octavius, Omega."

She quirked an eyebrow, "Omega?"

He said defensively, "Hey, I didn't pick the nicknames."

"So why are the American Thunderbolts using Russian names for the infected Strains, anyway?"

"I was getting to that. Weapon Plus's superiors, not aware of what exactly they were working on had no idea what would happen without the containment they were providing. The head of Oruzhiya Plyus, General Alexei Alanovich Shostakov, contacted his American counterpart General Glenn Talbot and offered him the whole operation, lock, stock and barrel."

"You're kidding."

Peter shrugged. "That's what the notes said. So they folded Weapon Plus into the Thunderbolts. Right in time to use some of the Russian methods involving having a Tracker along on operations."

_Also right in time to offer me that shot, _Cletus added.

"And so here we are." MJ finished for him.

"Here we are." He said spreading his hands out.

"That does still leave a lot of questions."

"I know. I was planning on asking Hank again, but he's not picking up." Peter glanced over to where his phone was charging.

"There's one question in particular, though." MJ said, letting a slow smile spread on her face.

"Er... what's that?" Peter asked, edging back uncomfortably.

"I heard your phone's camera in the bathroom," She grinned. "What were you taking a picture of in there?"

"Oh." Peter relaxed slightly. "I... um..." He flushed slightly.

"Is it anything you can show me?" MJ said still grinning, "Cause if you were taking naughty pictures of yourself as a girl, I gotta tell you-"

He interjected, "That's not-"

But she continued, "- All you had to do was ask me," She winked at him and let the comforter dip down enough to show her bare shoulder once more.

Peter sputtered and shook his head hurriedly, "No, no! It wasn't- I-" He reached over to where his phone was and tapped it into the gallery section then handed the phone to her.

She frowned, then paled as she realized that one of the small thumbnailed pictures was of her father. There nearly twenty other photos. Head shots of men and women with the bathroom wall as the background. They were of varying ages and ethinicities, none of whom she recognized save for a pretty redhead that had been the unmutated form of the female Tracker that Peter had shown her. She looked up at him, confusion plain on her face. "What's this?"

Peter looked down at his hands. He mumbled, "That's... that's everyone I've killed. At least everyone who I consumed." He winced, "At least one of those I consumed, but didn't kill myself. So I don't know if he counts, but he's on there anyway."

MJ seemed stricken as she stared at him, "Why?"

Peter met her gaze, "So I don't forget them." His voice was quiet, but there was an edge to it. As though he was daring her to judge him for it. "I... I never even got to see what they looked like before... you know... before they got turned."

He gestured to the phone, "Every one of them was a person before they became a monster. Every one of them deserves better than for me to just... forget. I don't know if I can explain it to you any better tha-"

She scooted closer, flapping the edges of the covers around him as she pulled him into a fierce hug. "No, I get it." Her voice was calm and gentle. She let go of the hug, sliding her hands up to cup his face. "You're still afraid you're going to go hungry and mindless like the rest of them, aren't you?"

"It's not impossible." Peter said looking into her eyes. "Maybe I've just been lucky. Maybe I'm going to just... snap any moment now. You've seen what I can do, MJ. How can you stand to be around me?" His voice turned raw and pained at his last question.

"Because I have seen what you can do." Her eyes were shining once more. "I watched you kill my father. Put him down like an animal."

He shuddered at her expression and wanted to look away, but she wouldn't let him. She had his head between her hands and he didn't think he had the strength to do it. "I'm not proud of that MJ."

"Maybe not," She said, "But you know what I saw you do not one minute after you did it?"

"Um..."

"They started shooting at you. The marines started taking pot shots and you picked that car up and I thought you were going to throw it at them. It looked like you were just about to."

"I almost did." He muttered, flushing slightly. "I wasn't thinking."

She held his gaze, her eyes fierce, "But you didn't. You caught yourself. You set it back down, used that to block the bullets and you ran. You didn't want to hurt them, even though you could have."

"That doesn't..." He muttered, blushing harder. His heart was hammering under the intensity of her gaze.

"Yes, it does. I wish you could see it."

He snorted, "I could still just give in any minute."

She smiled at him once more and gently kissed his lips. "Because you're a good man. The first really, good decent man I've ever met. Because you won't let it happen. You're strong Peter... I can see it. So strong that even after everything you're sane and good and..." She kissed him once more. Gentle and sweet. "Don't doubt that. You won't end up like that, Peter. You're just too strong."

_Stronger than tears_that voice murmured in his head once more.

One that he'd mistaken for his own that first night. One that hadn't spoken much, but he'd felt it drifting around in the back of his mind. Someone Ed Whelan had consumed, perhaps? Some remnant of one of Ed's victims, maybe? Did Ed even have victims? He seemed like such a... an inconsequential nebbish. It was hard to ascribe any sort of sinister act to him.

He shivered and MJ pressed harder against him, as though trying to will him to believe in himself just on the basis that she believed in him. Or that's what he thought it could've been like. He didn't even have a drill, he thought inanely.

Despite himself, he let himself take comfort in it.

She held him for a long minute and he was grateful for it.

When she let him go, she picked his phone back up, "The pictures... that's just very... you." She looked at them once more and noticed, "Ed Whelan's not on here?"

He smiled weakly, "You interrupted me while I was just about to do his picture. Although to be honest, I'm not even sure how he ended up in me... I never even met the guy."

"How do you know... um... if you don't know how they looked like, how do you know to look like them?" MJ asked curiously.

"It's one of my wonderfully weird new reflexes." Peter said with another shrug. "I can just sort of... feel... them now. The whole sets of features that forms each person. It wasn't so obvious when I had a smaller sampling, but now, though..." He trailed off and gestured helplessly at the phone to which MJ nodded. "I've got two more left. I think. I thought Ed Whelan was the last one, but there's at least one last face left after him." Which he had to admit to himself was strange.

She held the phone up, finger on the camera trigger and nodded to him. "I can take them for you."

He nodded back and let his heartbeat spike, his body blur and he took on Ed Whelan's ratty face.

She took the shot and asked, "Last one?"

He closed his eyes and breathed deeply. "Last one." He agreed.

He blurred and he felt his body resettle around him. Female this time. Very slender. Almost painfully skinny. Short, auburn hair. Pale skin. This body felt taller than his own. That was about the extent of the impression he got before MJ took the shot and passed the phone back to him.

He shifted back to his own form and stared at the resultant photo.

"What's wrong?" MJ asked, "I mean it wasn't that bad a picture was it?"

"No." His voice was flat and he ran his tongue across his lips. "That's not it."

"Do you know who it is?"

"Yes."

She rolled her eyes in exasperation, "Well?"

"MJ, that's my mom."


	33. Chapter 33

- - -

Peter didn't really register how much time had passed. He wasn't sure if he'd drifted off to sleep or if he'd simply been thinking so hard that time had lost all meaning.

He'd come back to himself to find that he was sort of tangled up in MJ. Unlike him, she was only human. She'd been through a lot. She'd been tired. It was no surprise that she'd fallen asleep.

In the process, she had curled up into a fetal ball, the covers in a greedy cocoon centered on her. Leaving him mostly uncovered and out in the cold. Save for a single arm that was caught in her grip. Arms and her legs wound around it tightly.

It was the only part of him that was actually warm and very, very comfortable.

The gray pre-dawn light filtering into the tiny windows near the basement's ceiling gave him an idea of just how long they must've been laying in bed together. He could barely remember it. Any of it. He wouldn't thought something like that would have been more... special. Have some sort of deeper significance.

Okay, it was just sleeping. But still... they'd simply... been.

Well, if nothing else, we've established that I can trust myself not to eat someone when I sleep next to them, he mused.

He tried not to think about how warm she was... or how smooth her skin felt against his arm... or how her shorts and shirt were riding up just a bit... as he tried to gingerly extract himself from her. She made a sleepy little whimper in her sleep and rubbed her cheek against his bicep just before he managed to get away.

He sat up and debated for a long moment, before he leaned in and gave her a kiss on the temple. She made another sleepy little noise, stirred slightly as though trying to move in closer for another kiss before she settled back down.

He gave her a silent glance over his shoulder from the stairs. He still wasn't sure what to do. Maybe he had slept. He didn't know. He certainly felt rested.

More relaxed than he'd been in a long time.

Actually, best night's sleep ever.

He padded silently upwards. The steps creaked pleasantly under his weight. Peter smiled slightly, realizing that part of why he liked it was that it was just so... normal.

It wasn't murderous infected. It wasn't strange conspiracies or missing parents who somehow came back from the dead only to die again. It wasn't a body that could shift from weighing as much as a new car all the way down to the weight of a postage stamp.

It was creaky stairs in an old house.

As normal as brushing teeth.

That just made him realize he left his toothbrush in the Watson house... he hoped he could get a new one.

Worst case he could glide back in there and pick it up.

How casual the thought of just marching across a military quarantine and wading his way through a street full of violent infected had become. That should have bothered him, but it didn't.

He didn't really think anything could bother him at the moment.

It was the distraction of all of that satisfaction that really did him in.

The whiff of fresh coffee should have been a warning.

The stronger lilac scent that followed it should've been an even more obvious one.

Along with a familiar heartbeat.

Peter stepped through the basement door, to find Anna Watson in the living room.

The living room itself had a very feminine slant to it and was open to the kitchen, separated only by a low white counter. Lacy doilies on the furniture, pale pastels for the wall paper. Matching couch, easy chair and coffee table that were all obviously chosen to match walls. The massive television that the couch and easy chair faced, the broken in leather recliner and a few sport shooting trophies in a trophy case to one side were the only items that didn't have the stamp of the pastel-obsessed designer. There were other subtler hints that spelled out their own story. The only photos were of Gwen and George. Her mother wasn't in any of them. There were obvious gaps in the photos hanging on the wall, with discolorations pointing to pictures that had been taken down. Probably more of Mrs. Stacy. He found that sad. He vaguely remembered Gwen's mother as being nice... and quite ready to hand over cookies at the slightest provocation.

Anna had a cup of coffee, a closed and belted robe over ill-fitting pajamas. Both obviously borrowed. She eyed him shrewdly from the reclining chair. One eyebrow quirked as she met his gaze.

Then as Peter began to blush under her attention, she calmly and very deliberately swept her gaze to the couch where a few blankets were spread messily.

Then with silent eloquence, she lifted her chin, pursing her lips slightly towards the basement door behind him, both eyebrows raised in wordless inquiry.

"She's sleeping. Down there. I mean in the basement. Sleeping."

Anna nodded gravely, still not having said a word and put her coffee cup down then got to her feet.

She walked over to him and despite his nervousness he couldn't help but notice the slight sway of her hips as she moved. Taking a step around the little coffee table with casual grace. She wasn't in her little spandex workout outfit, but she still managed to do... something interesting... to that threadbare old bathrobe.

_Men_. Donna's mental voice said with sudden, vicious disdain into his mind. That snapped him out of his haze of confusion, fear and lascivious thoughts just enough to get him to avert his eyes down to her feet.

Which were bare. And dainty. And surprisingly cute.

She closed the distance between them, a thoughtful expression on her face as she leaned in closer and took a deep breath.

Peter realized that it was possible to feel even more self-conscious than he already was.

When did he last have a shower? He was blanking out on this fact even though he should have known the answer.

Anna straightened up and looked him straight in the eye once more. "So... what happened?"

He blushed and stammered. He'd faced down monsters and guns and had barely blinked. Now he was getting interrogated- _albeit very sexily, _Cletus supplied, which was responded to by the mental equivalent of an elbow to the gut by Donna- by his neighbor and he was completely falling apart. Granted, he'd had a crush on her for years. And he'd just pretty much spent the night with her niece.

He licked his lips and felt his mind go completely and utterly blank.

_... I got nothin'. You're on your own, _Cletus supplied helpfully.

"Nothing happened!" He blurted out.

She gave him a sly, mysterious smile. "Up til you noticed me, you had an awfully big smile on your face for 'nothing'."

He paled. "I... um... was I smiliing?"

Anna grinned and nodded. "Grab a seat, Peter." She turned then and walked back to her chair.

Despite the temptation to do so, Peter fought down his impulses and managed to sit down on the easy chair across from her without staring at her delightfully swaying behind.

He did feel slightly better, being able to put a throw pillow on his lap to make sure nothing unexpected came up.

I've got complete control over everything else in my body, but somehow that's managing to have a mind of it's own, he growled to himself.

_All things considered, that might even be literal, boy, _Cletus laughed.

"I just thought we should probably talk about MJ," Anna said looking at him over her coffee, her smile was serene and amused.

"Uh... sure. What did you want to...?" He began to ask, but she interrupted.

"Let me just start of by saying that, I'm reasonably sure nothing happened between you two down there." Anna cut in.

"You are?" He wasn't entirely sure if he should've been offended at that. Was he really that harmless looking? They were a pair of teenagers right after a traumatic experience with raging hormones and the reasonable privacy of a bed where they wouldn't be overheard.

Any other parental authority figure would've probably been livid. Aunt May probably would be once she found out. His mind ammended that to most parental authority figures. Uncle Ben probably would've pretended to be grave and disapproving while Aunt May watched, but then he'd thump him on the shoulder and congratulate him the moment she turned away. God... he probably would've given him TIPS. Explicit, obscene... but probably useful tips.

He managed to swallow down the lump in his throat and keep his gaze on Anna as she replied.

"Pretty sure. First, I hate to say this, Peter, but you have a terrible poker face." She flashed him a teasing grin. "Your reaction pretty much told me you managed to keep it mostly in your pants."

He blushed harder. She laughed, but not unkindly.

"The other was that while you haven't taken a shower... there weren't any..." She paused and made a vague gesture, "Tell-tales signs."

Peter realized what she'd meant and ducked his head, mumbling down at his shoes and wondering if it would be possible for him to melt into the floor. "You mean I don't smell like sex."

She nodded. "So what were you and MJ doing?"

"It was just talking." Peter said after a moment. "We were talking. There was just a lot happening. It was kind of overwhelming. For both of us. Then, I guess we fell asleep." Which was true for the most part. He felt a tiny bit of resentment at the 'no poker face' thing and had a brief irrational need to prove her wrong, but sense won out and it was better to stick to the facts.

_What did I tell you about tellin' women the truth, boy? _Cletus tsked. _Especially this one. She's a tricky vixen, make no mistake._

Anna nodded, taking another sip of her coffee. "MJ's really holding up better than I expected her to," Her voice was friendly, but neutral. "Did she tell you about her dad?"

Peter's jaw clenched. Before he could actually respond, Anna was already nodding. "She did, didn't she?"

"Just... a little of it." Peter forced himself to stop clenching his fists into the pillow. "I... uh... figured out the rest." He looked away. Figured out... tore unwillingly from his still living brain. Same difference. Unbidden, a few of those images flashed through his mind. The few that had embedded themselves in the back of his mind that would not leave. He shuddered and forced his breathing to even out.

Anna misunderstood his obvious agitation and got back to her feet. She sat on the arm of the chair and put a gentle arm around his shoulders. "I'm guessing she must have told you enough if you were able to figure out that much. She must really like you."

He blushed brighter at the contact. His enjoyment of it warred with the other emotions suddenly surging through him, but ultimately it was confused mix of feeling and strange urges running up and down his spine.

His throat tightened and the words were tumbling out before he realized it. "She's hurt. Bad. No one should've... I'm... I think she's gotten attached to me because I've been nice to her." He shivered and her arm tightened around his shoulders. He looked up at Anna miserably. "I like her, you know? Just... friendly like. I mean. Just... she's great, usually. I've never had anyone to talk to like that. Fun. Smart. But then she just... gets these moments when she's just so intense and I have no idea how to deal with that."

Anna smiled gently, "Well, I knew you guys would hit it off if you got the chance. But you're right. MJ is hurt. I'm going to try and get her some help once this whole mess is done, but I'm glad you're watching out for her too, Peter. You're right, though. She's hurt and fragile. It would be too easy to take advantage of that." Anna's expression turned grim for a moment and she shook her head, "But I trust you, Peter. I know May and Ben raised you better than that."

He ducked his head down once more. It wasn't fair. It really wasn't. On the one hand, his old fantasies of having Anna holding him were coming true right that moment... yet she was only doing it to comfort him because he was upset over her niece.

On top of that, she just told him that she trusted him.

With MJ.

Except she was the one holding him.

It still felt so good and he felt guilty that it felt so good.

My hormones are so confused, he thought to himself. I'm going to need one of those cold showers any minute now.

_I got my own vote_, Cletus volunteered.

Several distinctly feminine voices raised an incoherent roar that drowned him out.

He shook his head to clear it and murmured, "So... um... you're trusting me to not take advantage of her?"

Anna nodded. "Once you get past the shyness, she's really very affectionate."

Peter blushed harder, "Uh... yes."

She grinned, "Oooh. So you know about that part. Well, just..." Her expression was serious once more. "Don't push it. She's... she might... just don't try to go past what she allows, alright? Let her do no more than what's comfortable for her, because if you push," The woman's eyes flashed and he realized hurling murderous looks around was probably some sort of Watson family trait, like the red hair. "She'll let you... but then that would make you no better than her father."

He shivered and shook his head hurriedly, his expression stricken.

"Then I'd have to kill you," Anna continued grimly, her expression hardening. "And it's going to be hell having to explain that to May."

He stared at her in shock.

She touched a finger to her chin and looked thoughtful, "Or I could tell her and she'll kill you for me. I'd watch." She smiled wickedly and her tone chanced to playful, "Would you like me to watch, Peter?"

He stammered out denials hurriedly.

She laughed, half slipping off the arm of the easy chair Peter was in and almost sliding into his lap and hugged him suddenly. "You're so adorable!"

Which made things awkward when Aunt May limped into view from the stairs. She stared at the two for a long moment, with a shocked expression on her face.

Anna didn't even bat an eyelash as she coolly met May's gaze and smoothed down some of Peter's hair. "This is not what it looks like."

"I've heard that before." May replied dryly. "What did I tell you about trying to seduce Parker men?"

"That it's too easy and there's no challenge," Anna replied breezily, toying with Peter's hair and continuing to grin at May.

May in turn lifted her chin and did her best to project cool disdain and haughty disapproval, although Peter could clearly see the beginnings of a smile creasing the corners of her mouth.

Anna grinned even wider. "Oh, please. This wouldn't even make the top five list of compromising positions you've found me in with a Parker."

Peter blurted out in confusion, "That's an awfully specific criteria."

His Aunt May seemed to consider Anna's statement for a moment before replying, "Fine, I concede the point," She replied, leaning on the railing she gestured at them and asked, "So if you're not trying to play Mrs. Robinson, what are you doing?"

"Threatening to kill him if he takes advantage of MJ," Anna said with a wink.

May nodded agreeably at that and limped down another step, "Ah. That's fine. You were doing your whole sexy minx routine to keep his attention while keeping him pliant, confused and obedient, then?"

Anna pouted, "You know it's no fun if you give away the secrets to my womanly wiles."

"Oh, heaven forbid," Aunt May said, rolling her eyes in obvious amusement, "We couldn't have that."

Peter got to his feet. Anna who had slid all the way into Peter's pillow covered lap during the conversation made a little whooping noise as he easily lifted her into his arms, then gently set her down on the chair he'd just occupied.

"Here, let me help you, Aunt May." He said hurriedly as he walked up to meet her on the steps and took her elbow.

"I'm not an invalid, Peter," She chided gently. "It's just a sprain. It'll be fine in no time."

"Yes," Peter replied slowly, assisting her down the steps, "But you should take it easy anyway. Also, I figured this would be a good excuse to get out of more teasing."

She smiled at him and gave him a kiss on the cheek, "Clever boy."

Anna looked at him curiously as he helped May and then suddenly asked, "Where'd you get the pajamas?"

Peter startled at the question and muttered, "Um... I... uh... MJ... she... I guess she must've brought my backpack with her. And stuff. In the car. When you guys... you know... you left."

Anna blinked at that and Peter realized just how suspicious his response had sounded..

May simply patted his arm, "That was thoughtful of her, wasn't it? I hope you remember to thank her."

"I will. I mean I did." He replied hastily.

Once he'd helped Aunt May into a chair, he beat a hasty retreat for the basement for a cold shower.

- - -

May managed breakfast with Gwen and Peter's assistance. When they'd escaped the red zone, May had quite sensibly decided to empty out Anna's pantry and they weren't likely to be hurting for food too soon if they were careful.

Peter had every intention of simply breaking them out of Queens before it ever came to that.

All five of them had eaten the humble breakfast together. MJ had ended up next to Peter through some machination of Anna. She sat on his other side. Gwen was next to her and May between her and MJ around the round table.

MJ ate in silence. She had her hoodie back on once more, clearly uncomfortable with Gwen there. Peter did manage to elicit a smile or two from her when he'd pass her food. Every so often, he'd feel her hand brush against his thigh, just a flitting touch, as though she were trying to reassure herself that he was still there.

Anna had taken it upon herself to play morale officer. Teasing good-naturedly, being bright and cheerful. Peter was grateful for it, even when everyone else was laughing at his expense.

May was quiet and subdued. Her eyes were tight and Peter could tell that even with the painkillers, her ankle was bothering her. She sipped her coffee and did her best to smile for Anna, but her heart wasn't entirely into it.

Gwen simply watched the interplay of her guests curiously. Especially MJ and how... easily close she seemed to be with Peter.

The TV was on in the background. News still showed nothing of any use. There were indications that some of the restrictions on exiting Queens were easing up, but only at a few locations. No one was being allowed into Manhattan, for instance. Which was causing even more traffic as cars began gathering at the spots that were allowing people to leave.

They'd tried to get George Stacy on the phone once more, but once again he hadn't picked up. Gwen had tried to brush it off, but Peter could tell she was getting concerned.

Even for all that, breakfast had been... normal.

Peter could almost ignore what was happening just a few blocks away and pretend that this was normal. That his life wasn't blood and gore and claws tearing through bodies and death.

He helped Aunt May settle into the couch and Anna joined her. If the TV wouldn't serve up any useful news, then at least it could be a distraction.

Gwen helped arrange the blanket around Aunt May and asked solicitously, "Are you sure I can't get you anything else?"

Aunt May patted her hand gently and replied, "Thank you, dear... but I'm fine. Really. You should relax."

Gwen gave a small smile and shrugged. "Sorry... just getting restless. I guess. Nerves."

Anna nodded. "Your dad's going to be fine."

"That obvious?" Gwen asked.

Peter closed his eyes and breathed it all in. He needed this oasis of calm normality... if only because he knew he was going to have to go back to an unpleasant reality all too soon.

On reflection, he might have been a little too obvious about going to the door.

Aunt May glanced over her shoulder at him, "Where do you think you're going, young man?" Her tone had been sharpened by worry and suspicion.

"I just.. I needed a walk, Aunt May."

Her eyes bored into his and he felt himself squirm under her gaze. "You aren't going anywhere near the Red Zone, are you?"

Peter held his hands up in surrender. This at least he'd been ready for. "I just need to stretch my legs, Aunt May. Honest. Maybe see if any of the groceries in walking distance still have anything left."

MJ's reaction was far less subtle. She shot to her feet, chewing her lip. She grabbed at his sleeve and dragged him into the short alcove the led down to the basement door.

May exchanged glances with Anna. Gwen looked at Peter with curiosity that drowned out her anxiety, if only for a moment.

Once they had a tiny modicum of privacy, MJ pushed him against the closed basement door and demanded, "Where are you going?" Her eyes were staring into his through her bangs.

He frowned, but whispered back, "I was going to see if I could do anything for Detective Stacy. Just make sure he's safe. See if I can help him."

The tension eased out of her slightly and she sighed. Her voice was thoughtful. "It wasn't just me, was it? You'll save anybody who needs it."

He wasn't sure how to respond to that. "Well... yeah. If I can. I... I mean, I know I can't save everyone, but I just... I can't sit around when I could be doing something, you know?"

She shook her head and her lips quirked into a small smile. "You know you've got a serious 'saving people' thing, don't you?"

He smiled back at her, "Did you just compare me to-?"

She grinned openly now, her eyes sparkling. "He does end up with a redhead."

"I should be so lucky," He said, grinning back, the words slipping free before his embarrassment could choke them off.

Her eyes widened. Pleased. "You very well could be." She leaned in and kissed his cheek. "Be careful? I know you've got all of your... advantages... but you can't expect me not to worry, alright?"

He nodded gravely.

She tugged her hoodie back into place and scurried back to her chair, under the stares of her Aunt Anna, Aunt May, and Gwen. She tried to sink deeper into her seat but muttered out. "He'll be careful."

"If you say so, dear." May said with a slight amused smile. Anna's expression was unbearably smug.

Peter managed a small wave to everyone before he slipped away, his face flushed.

- - -


	34. Chapter 34

- - -

Peter took the same route back to the Red Zone that he'd taken yesterday. While he did want to find out what was happening and certainly what had happened to Detective Stacy, he wasn't feeling quite as pressured as he'd been.

Detective Stacy was behind well-armed soldiers who'd been trained to take on exactly this sort of thing. He wasn't riding to the man's rescue, so much as checking up on him.

So he was feeling justified in indulging his curiosity and testing out the extent of some of his new abilities.

He took three running steps then leaped into the air, trying to see how far he could get on sheer muscle-power alone. He easily cleared a height of twenty feet before falling back down. Once he landed, he took a few more steps and this time flared heat, reducing his weight to almost nothing before he leaped as high as he could.

Unfortunately, there wasn't anything tall enough for him to compare his jump against. He shot past the roof of a nearby five story building and kept going until it was some considerable distance below him. Over a hundred feet? More?

He was glad he didn't have a problem with heights, otherwise this would have been much more disconcerting.

The act of flaring his weight down to nothing still consumed a miniscule amount of his biomass, but it was less now, since he'd consumed the Rhino.

He hung in mid-air for a second before gravity began to reassert itself and he allowed himself to go into a glide towards the Red Zone. He could feel the mass shifting inside him. He found after a few tests that he couldn't force himself to 'fall' upwards. If anything trying it just ended up with his weight falling normally. In fact the best he could do in terms of deflecting his fall was to send his weight roughly thirty degrees below the horizontal. So he couldn't fly quite horizontally either. If he kept his weight flared down and with a good wind, he supposed it would be possible to maintain altitude.

That was probably how the Vulture had flown. He couldn't quite get the wings to work right, so a well-controlled fall was the best he could do. It was certainly enough to send him hurtling over the Marine blockade before he finally dropped low enough to land on the roof of the Parker house.

This landing, he managed to only just smash one foot into the roof. The chimney kept it from becoming another pratfall extravaganza down the side of the house.

Definitely going to need to work on the landings.

He extracted his foot at the same time that he swept his senses over the street. Thankfully, the Marines still weren't looking up and no one had noticed him. There wasn't any more obvious infected presence on the street closest to the Parker house, or the Watson house for that matter. There were splotches and threads of the viral matting marring several houses, lawns and the street, but not much else to indicate their presence. The Hydra stink was still thick in the air, but it was stronger further up the block, towards the Sandoval Deli... or what remained of it. In that direction he could hear gunfire and the dull thumps and roars of heavier weaponry.

The cordon was quiet, but even from where he stood there was a tension to them. Not the sort of alertness one would expect early in the morning. He was no expert, but he suspected that the cordon would be some sort of fallback position for whoever was currently fighting.

He ran to the edge of the roof and took another leap, flaring heat to pick up height, but without angling his fall. He made it to the next roof, then took off once more, making his way with speed and easy grace to the sounds of fighting. To the place where the carrion stench lay thickest.

It didn't take long to find where every one of the remaining infected in the neighborhood had gone. He stood on the roof of a nearby building, watching as they surrounded the what had once upon a time been the Sandoval Deli.

The building was half collapsed. What hadn't was so thickly coated with the viral matting that the whole thing looked like it were made of flesh. Huge pustules like the one that had released the Rhino from the Police Station hive hung precariously from the second and third floor of what was left.

The street was still thickly populated by the infected. Only a few of the normal looking ones remained. What were on the street were all hideously deformed. He picked out a handful of Trackers that seemed to be in the forefront of the infected.

Across the street, a pair of tanks were still intact. They'd gone up onto the curb and were using the building on the opposite street to provide some meager protection for their flanks.

Peter picked out the torn open remains of at least four other tanks along the street or nearby lawns. One tank in particular had what he realized were three or four Hunters clustered around it. His eyes widened as he realized what must have happened. The Hunters were strong enough to rip open the tank armor when they worked together.

The large turreted guns on the remaining tanks hammered relentlessly at the hive, the sound slamming into Peter's entire body with every firing. He could pick out machine guns poking out of gun ports shooting wildly into the relentless infected crowd. It was tearing them apart, but Peter watched in sick horror as a fallen infected who'd lost half of its head was dragged away by one of it's more mobile fellows back to the hive. It shoved the unmoving infected into the fleshy material and was absorbed by the viral matting. Feeding tendrils unfolded and tore the dead infected apart. A moment later a smaller pustule grew and erupted with a fully turned Tracker ready to shamble back into the fight.

Worse... the Hunters were done with the tank they'd been ripping to scrap and were now bounding their way to the remaining tanks. He could understand why so many tanks had been sent to deal with the Hive. His stomach clenched at the thought of what was about to happen to those poor soldiers.

Peter didn't even have a chance to consider what he was doing before his body was already in motion.

_Your girlfriend's right, you do have a saving people thing,_ Cletus laughed.

He was just about to become murder on someone's car insurance rates.

He smashed into the ground, cracking the pavement under him without even realizing that he'd done something at the end of his fall to cushion it that didn't involve actually taking his own weight on his legs. There would, hopefully be time enough later to think on it a bit more deeply.

Heat flooded his body, centered along his spine. He bent down and scooped up a rusted 70's pick up truck from where it was parked, dead lifting it above his head. The thing was mostly being held together by paint and hope, but it was still nice and heavy.

Someone probably wouldn't miss it too much, he hoped, but then realized that the odds were good that the truck's owner was somewhere in that crowd already.

That didn't matter. He let his mind relax, filter out the distractions of the crowd of infected that were even now beginning to shamble in his direction. His mind filled with numbers as his focus narrowed on the bounding Hunters.

He still wasn't entirely sure how he was lifting a four ton pick-up truck much less hurling it across the length of a block, but he was glad that he could manage it. Even more that he was reasonably sure he'd thrown it just right.

The truck flipped a few times in mid-air before it was low enough that it plowed through a few dozen infected. It finally crunched into the pavement and slammed lengthwise right on top of two of the Hunters. One was caught squarely and was flattened by the immense weight. The other only had its legs crushed. It skidded against the asphalt, grinding what was left of the legs of the second Hunter for a short distance and almost, but not quite clipped the third Hunter before it skidded to a stop.

There was a brief moment of silence as the tanks' guns stopped. Even the infected seemed to pause to try and figure out what had just happened.

It was quiet enough that Peter actually just barely made out a vaguely familiar voice coming from one of the tanks. "Thunderhead, this is Hammerhead One, over. Thunderhead, be advised. We have made visual contact with target Spider... Yes, I'm sure, Thunderhead. It just threw a damned truck at us!"

Peter couldn't make out whatever the next response was as his attention was taken up entirely by the infected who'd begun to swarm towards him. One got close enough to land a fairly solid punch on his chest. It had hurt a bit, but it hadn't been too bad. Like a playful slap.

He skipped backwards, breaking out of the circle of infected beginning to form around him. He was now reasonably sure they couldn't hurt him too badly individually, but the sheer weight of numbers was going to cause problems eventually.

Then another problem of being crowded and hemmed in by infected, even if just by Walkers, presented itself.

A slight, out of place flicker of movement and whiff of something slightly off in the choking carrion rot of Hydra surrounding him. He managed to just barely take another skipping backwards step when a massive clawed arm suddenly lashed out from the crowd and tore a massive, bleeding gash across Peter's torso.

He suppressed a shudder as he realized that if he hadn't moved, it probably would have torn him in two. Or gutted him. On anyone else, the wound would still have been fatal. For Peter it just hurt... but it didn't really slow him down, despite how badly it hurt.

The Hunter roared up as it got back onto it's feet from it's crouch and charged him.

He leaped up and out of it's way. It had used the other infected to mask its approach. It had let the confusion of scents and sounds and the cover the infected Walkers provided to get in close enough to him for what should have been a fatal ambush.

Peter punched his way through of the crowd of infected. They had come in close enough to grab, slap and claw. Nothing really painful, except when they managed to tag the bleeding wound on his chest, but it was annoying.

It was slowing him down. He burst past where they'd clustered thickest around him and scrambled up on top of another car to give him a better idea of what was happening.

He dodged another blurringly fast rake of the Hunter's claws as it shot past him in an arcing leap. He noticed the downed Hunter who'd lost its legs to the truck he'd thrown had managed to grab hold of an infected and had taken a huge bite out of it's neck. The blood spurted and ran down the Hunter's tumor ridden face, but as it consumed the infected flesh, its legs seemed to writhe and regrow... filling out almost in an almost cartoon-like fashion.

As it ate, its head swiveled and seemed to focus right at him.

Oh. Oh, damn, Peter's mind gibbered.

_Why does everything hate us?_ His own voice drawled.

His distraction allowed the closer Hunter he'd been dodging to land a solid swipe that he only just barely deflected with his forearm. The shock of pain at feeling those massive rending claws narrowly bounce off of bone was more than enough to convince him to save analysis for after he was done fighting for his life.

On the upshot the Hunters were now focused on him and not on the tanks, so that was good for them.

Go, me. Peter groused in his head as he flared heat and leaped up, flipping at the top of his arc to land on top of a nearby building.

Almost before he'd even settled on the rooftop, the Hunter was already scaling the side of the building. Claws dug into brick and propelled the massive inhuman beast upwards. The second Hunter was in the process of dragging itself on it's overlong arms to the building, it's undersized, but almost healed legs mostly dead weight, but he could see it already beginning to get use out of them.

It was a moment's breather. Not much, but long enough. He let his heartbeat spike, the wounds on his arm and chest exploded with black and red tendrils that grabbed at one another stitching the wounds shut. He felt himself burn through his biomass to heal himself, but considering how... full... he was, the amount needed had been negligible.

He flexed fingers and toes, allowing his talons to unfurl and dig into the roof as he waited for the first of his playmates to arrive. It wasn't a long wait. A floor below him, the Hunter surged suddenly, propelling itself upwards, sending it hurtling up to meet him claws outstretched.

Peter leaned forward, using his talons to hold him against the building even as he leaned over the edge of the roof. Heat shifted within his body and he met its rise with his closed fist in a downward, overhand arc backed by his full weight. It was a trick the Rhino had used against him. As agile and terrifyingly fast as the Hunters were, in mid-leap, they had no way to take advantage of it.

His blow smashed the Hunter's face in, sending it plummeting back down to the street faster than gravity could normally have claimed it. It landed on a few infected with enough force that the pavement beneath the pile of broken bodies cracked.

It was still moving. Its arms flailed, even as its caved in face lolled on what likely was a pulverized spine. It was a testament to how tough Hunters were that being hit in the face with enough force break it's skull open followed by a five story fall was just enough to stun one. He suspected that given a chance to feed on one or more of the infected that were milling closer to it, it would be back on it's feet.

Actually almost exactly like the second Hunter. It had gotten to the base of the building as its fellow Hunter had fallen and stopped to pace, looking up at him and making a hissing, snarling noise. It saw what had happened and was reacting more cautiously.

The second hunter grabbed a nearby infected and with a brutal callousness ripped a misshapen arm off and shoved it into the open maw of the downed Hunter.

Peter's eyes widened. The coordination the Hunters had shown against him in Bellevue hadn't just been because Jessica had been directing them. His only chance lay in taking them down fast and hard. Unfortunately the milling infected surrounding them hemmed them all in. Made it difficult to maneuver. It also gave them a lot of chances to heal themselves if he let up for too long.

With two working together, it would just make it easier to pin him down in that mess.

He noted that the Hunter he'd punched into the pavement was chewing on the bloody severed arm. The hollow in the top of it's skull was filling in with alarming rapidity, like a dent being popped out of the hood of a car. Worse, two of the pustules on the Hive quivered and exploded in a torrent of yellowish bile, releasing two more Hunters.

The tanks' main guns had stopped firing. He guessed they were out of ammunition. They'd done a tremendous amount of damage to the building underlying the Hive, but it was still standing. Worse, every infected corpse dragged to the Hive just seemed to be repairing the viral matting covering it.

The fresh Hunters made a bee-line for the silent tanks.

The clock was ticking again. He crouched, angling himself from the edge of the roof, pointing in a straight line down to the recovering Hunter. He jumped, shifting heat to bring his full weight to bear as he dropped down from the side of the building like a meteor.

He landed right on the upper chest of the still recovering hunter, his talons slammed into it explosively. There was a momentary surge of heat through his body just at the moment of impact and he smashed a twenty foot diameter crater into the ground.

The landing kicked up concrete dust from the shattered pavement and knocked over every single infected nearby. A few closest to him had simply... disintegrated from the impact.

The Hunter was pulped. For a circle of roughly three feet around his point of impact there was nothing but liquified infected and shattered chunks of cement. The numbers ran through his head and he knew there should have been no way his impact could have caused that kind of effect. Something new to think on.

Later.

The impact had also knocked the other Hunter onto its back, but it was rolling over, trying to get on all fours. Peter didn't wait for it to manage.

He took a step and stomped down on the back of its head with a taloned foot, driving it down into the pavement and pinning it face-first. It struggled and would probably have been strong enough to push him off once it managed to get it's arms underneath it, but Peter didn't give it an opportunity to do so. His hands blurred into claws and he slashed both across it's spine, stopping its struggles.

He let his talons close, crushing the head harder into the pavement, causing more cracks and he took deep satisfaction in that.

He straightened up, looking over to the tanks and found that one had rolled away from it's previous position, rolling over and crushing slow-moving infected as it did so. The other... the other had both Hunters on it. They'd somehow torn apart the treads on one side of the tank, keeping it from moving. The Infected had gotten back to their feet and were turning their attentions back to the tanks as well.

Unexpected satisfied pleasure surged up his spine and he looked down. He realized belatedly that his talons had unfolded into feeding tendrils and he was already in the process of claiming- _consuming_- the bodies of the fallen Hunters.

Peter ran.

He bent his attention to the tank as the two hunters clustered around the hatch at the top of the turret of the immobilized tank. He was close enough to hear the occupants as he closed in.

"Hammerhead One, this is Hammerhead Four. Guess this is it, Sarge. It was nice serving with you Sarge."

"Schultz! Hang on... we can-"

"No can do, Sarge." The man's voice had a resigned tone to it. "I really hate this damn town. Get the hive. Me and Petruski can keep the Hunters occupied choking us down long enough for you to get the job done."

Another man's voice, muttered. "Herman."

"I knew you were gay for me, Petruski." The resigned, cynical voice replied with a laugh.

The two Hunters tore the hatch off and threw it aside. The first leaned in and promptly recoiled away from a hail of automatic gunfire shooting out of the hatch.

The bullets tore into Hunter flesh where they struck, but it never seemed to really do much good. One Hunter hooked it's clawed paw around the edge of the open hatch and began to rip the steel open.

Guns clicked empty.

"Oh, shi-" The voice muttered just as a hunter reached into the now wide open hatch.

The distraction was enough for Peter to take advantage. He caught one Hunter across the throat with his claws. The other dodged aside at the last moment and hopped away from the tank just enough to assess the situation.

Pete glanced down into the open hatch, "You guys okay?" He asked. He was wearing Cletus' face still. His voice came out with a sibilant hiss.

Two men in the bright yellow Thunderbolt hazmat uniforms stared up at him. They brandished rifles that they had pointed at him. Even if he hadn't heard the guns click empty, he would've known it to have been a hollow bluff. The smaller man was shaking badly. The other seemed unperturbed.

"What the hell? You guys arguing over who gets to eat us?" The smaller man asked in disbelief. The cynical voice.

Peter replied gravely, "I wouldn't eat you."

"You wouldn't?"

"Not without some ketchup." Peter quipped, unable to resist.

_Way to put 'em at ease,_ Cletus cackled.

The larger man rumbled a half-hysterical laugh, which seemed to offend the smaller man. "That ain't that funny!"

Peter grinned. At least those two were alive. The Hunter gurgled wetly as it slid off the turret. The other hunter... Peter looked around frantically, unable to locate it. There was a crash in the middle of the street and he realized that the last Hunter had disabled the treads on the other tank.

He was all set to run over to the next truck to help when the hatch opened and a Thunderbolt popped up. The Hunter looked up and roared from where it had been crouched near the treads.

Then the T-bolt moved his arm and ducked back down.

The sudden roar of a grenade took Peter by surprise.

Well, not as surprised as the Hunter who had lost both arms and was twitching feebly some distance from the tank. Peter nodded approval. These guys really were the experts. Or at least they had the right tools for the job, which in this case amounted to the same thing.

That gave them a moment. Who knew how many more Hunters were waiting in those remaining pustules.

"Why were you guys trying to take out the Hive?" Peter asked hurriedly.

"We ain't gotta tell you squat!" The smaller man, Schultz, replied.

The larger one, Petruski said slowly. "Hive's coordinating the infected. Take it out, they stop cooperating."

Schultz smacked the bigger man in the chest with the back of his hand, "That's classified."

Petruski shrugged elaborately at that.

Peter nodded and looked around. Neither tank was capable of movement now. The Hive still needed taking out.

"Do you guys have anything left to use on that thing? It looks like it's down to one undamaged load bearing wall. You take that out the whole thing comes tumbling down."

"We're dry," Petruski said.

Peter frowned, "I guess I could toss a car into it and hope for the best."

Schultz seemed to consider that for a moment then got on the radio, "Hammerhead One, This is Hammerhead Four, over."

"Go ahead, Hammerhead Four, over."

"Sarge, you got any more ordinance left, over?"

"We're out. That was our last grenade. No offense, but I'm surprised you're still alive, Hammerhead Four, over."

"Eh," Schultz said dismissively, glancing over to Peter. "Target Spider's saved us and is offering to take out the Hive for us, over."

"What? Then how is...?"

"He's gonna chuck cars at it til it falls down. Over."

There was a long pause before the radio crackled back to life. "... that'll work."

Schultz shrugged at Peter, "Alright, Spider. Get chuckin'."

Peter frowned slightly, then shrugged.

There were a lot of cars parked on the street. More than enough for Peter's purposes. He shifted heat and lifted a mini-van, hurling it into the hive. It caused the building to shudder and a few of the pustules seemed to be about ready to burst.

The wall he struck seemed to tilt just a tiny amount for a second.

He waited for a second more as the Hive's own weight did the rest of the job. The blow had destabilized what little was left of the house of cards and the pustule covered wall seemed to overbalance and tear free of the rest of the building, smashing in a disgusting mess of bricks and flesh all over the street. The insides were a tangle of the fleshy mats strung all throughout the structure of what was left of the building.

The resemblance to nerves in those structures was striking, but probably shouldn't have been surprising.

With the front wall gone, the rest of the Hive's other walls all began to collapse one after the other, crushing the strange internal architecture of the hive beneath itself.

Peter grinned and noted a sudden change in the air. The live Hydra scent that had suffused the scene was beginning to slowly dissipate. The scent coming from the wandering infected was still strong, but it seemed less... oppressive now.

A few of the infected simply collapsed, as though their strings were cut. An analogy, that Peter suspected was probably more accurate than he'd intended. Individual infected began wandering away, or hunkering down to eat their fallen fellows. A few of the bravest infected had even begun tearing away at the feebly twitching viral mats from the fallen hive and eating those.

Peter nodded with satisfaction and he wished he were more surprised to find a rifle aimed at his face when he turned back to the stopped tanks.

He raised his hands slowly above his head. "You're welcome." Peter said sarcastically.

"Don't think we didn't appreciate the assist. Ed... or Cletus... or whatever you want to call yourself," The man responded. Sargent Talbot, Peter recognized the voice. "That was you in Bellevue the other night too, wasn't it?"

"Maybe," Peter hedged. He noted Schultz and Petruski were also aiming their rifles at him. The same rifles that had already run out of ammo.

Ah.

"Our orders were to take down the Hive and to report any sightings of you." Talbot continued in a slow, even tone. "Technically, I'm not supposed to even engage you. But we're prepared to defend ourselves. That clear?"

Peter nodded slowly.

He glanced over his shoulder at the two men flanking him. "Frankly, we're expecting back up any minute now, right?"

A yellow bee-keeper helmeted head popped up from the tank's hatch and an unconvincing male voice called out, "Yep. Totally gonna punk you if you stick around to make trouble."

Schultz sighed, "Myers, you suck."

"Bite me, Schultz."

Talbot sighed heavily and muttered, "Gentlemen? We're professionals? For God's sake."

"Sorry, sir." Myers called back, popping his head back down.

Talbot turned his attention entirely back to Peter. "So..."

"Y'know, I was just leaving," Peter said, taking the hint. Maybe there really were Thunderbolt troops out to apprehend him. On the other hand, they'd lost most of the tanks... and men... they'd taken with them to deal with the Hive. They were in bad shape and practically unarmed.

There was no way they were going to want to get into another fight right away. Especially when they were down to four men and a handful of unloaded machine rifles.

"I have to ask though," Peter spoke slowly, keeping his hands up. "Did you guys get the Police Station Hive?"

Talbot nodded, "Got that last night."

Peter heaved a sigh of relief. "Good. That's good. What happened to the cops who were-"

"No clue." Talbot cut him off, firming his grip on the rifle.

Peter heard it then. Helicopter inbound. Almost as one, the Thunderbolts looked up.

That was enough of a cue for him to leave. In the momentary distraction Peter ducked into what remained of the thinning crowds of infected and shifted himself to another entirely different face and body.

Detective Stacy was still in danger... even if the Hive had been dealt with. He picked his way slowly through the crowd. It would be easy enough to lose himself among the infected for a moment, just long enough to lose the helicopter, lose the Thunderbolts.

Long enough to think.

- - -


	35. Chapter 35

- - -

"Sergeant." The huge man rumbled with a nod. He stepped lightly out of the helicopter and walked towards Talbot.

Talbot pulled his helmet off and revealed a thin, careworn face. He was in his mid-thirties. His close-cropped black hair seemed to be receding. His brows were drawn together and seemed on the verge of a perpetual frown. He also sported a mustache. A thin, neatly trimmed thing that looked decades out of style, but seemed to fit his face perfectly. He tucked the helmet under his arm and snapped off an exhausted salute. "Captain Bradley." His eyes flicked to the men unloading themselves from the helicopter and a small smile creased his face.

Peter wasn't entirely sure how they knew each other's ranks. He guessed there were some sort of marks on those outfits that would indicate rank, but he could hardly tell. As it was he could hardly tell them apart most of the time.

"At ease," The man said, returning the salute. He pulled his own helmet off to reveal dark skin and a shaved bald head. The man seemed to be about the same age as Talbot, but he was 6'5" and built like a linebacker, with strong angular features and a prominent jaw. His expression was mild, compassionate even, and his voice was a deep rumbling bass. It made Peter think of James Earl Jones at his finest. The man glanced from Talbot to the half-dozen exhausted men all in Thunderbolt Yellow behind him who were doing their best to stand at attention. He shook his head and made a cutting gesture with his free hand. "You fellows look dead on your feet. No offense. Fall out."

He glanced over his shoulder at one of the men disembarking from the helicopter and made another gesture. The man approached and seemed small only in comparison to the veritable giant of a commanding officer. The new man had a prominent white circle with a red cross on his shoulder and was still taller than Talbot, but not by as much as the Captain did. "Blake, see to these gentlemen."

The obvious medic nodded and moved over to work on the remnants of Talbot's squad. The men slumped heavily on the remains of the damaged tanks.

"I hate to do this to you, Sgt. Talbot. You can rest up in a minute, but I think we need to talk."

"Sir?" Talbot was obviously curious, but just as obviously restraining himself.

"Thunderhead dispatched Shield Team to apprehend the Spider," Bradley said. "I understand you've had a few run-ins with him already."

"Yes, sir."

"I'd like your opinion on the situation here." He gestured and took in the whole shattered mess of a neighborhood in that motion.

"I... er... sir, I would've thought you'd have gotten briefed before they sent you out."

The larger man snorted and crossed his arms over his chest. "I listened to a bunch of guesses from a bunch of armchair analysts who've never had a day in the field. You've been out here pretty much since day one."

"We've been on his trail on and off for over seventy two hours now, sir. Give or take." Talbot replied. "Permission to speak freely, sir?"

He got a nod in return.

"I hate the bastard," Talbot said without much heat.

Bradley's eyebrows lifted.

"He makes no damn sense, sir." Talbot continued. "The timeline's screwed up. He doesn't follow any of the standard behavior models..." He shrugged. "If they hadn't tacked on 'Spider' as his designation because of that glowy thing on his back, I was going to push for them to call him 'Ghost' because that's what he is."

"Go on."

Talbot scrubbed his face with a hand, "He's... he's all over the map. He got infected in Bellevue... somehow... no one's sure how it happened. He kills Sleeping Beauty and then takes off. At this point he's still conforming to classic Runner behavior. Keep moving, spread the infection, try to get enough Sleepers and Walkers til a Hive forms... that sort of thing. We were on his trail fast enough to keep him from managing to infect anyone, but then he engineers a confrontation with the Gentek security team that was after him. He kills their tracker then all of a sudden his behavior goes off model."

"He stops running," Bradley said more than asked.

"Exactly. He not only stops running, he goes to ground. He hides. I mean, it's one thing to lose track of a Runner, but they don't hide. They keep spreading their infection. They don't explain themselves. They don't pretend to be their victims and try to help a Thunderbolt team take down an Infected."

"They also generally don't manage to get up from being shot in the head?" Bradley asked mildly.

"That too, sir. Even if that really had been Cletus, he didn't have his collar. We had to shoot. I still want to know how he managed that trick, though. I really hope he doesn't teach it to anything else," Talbot growled. "Anyway, he turns around, goes back to Bellevue and turns it into a Hive. Even dresses up as one of us and leads a bunch of Hunters to ambush the Recon team when we responded to the alarm."

Bradley added, "And he still manages to give you the slip."

Talbot made an infuriated snort, "But then he turns around and the first major release that Hive produces... a damn Syetsevitch... what does he do? He kills it! Stops it dead, but then he ghosts away again with the body."

"Up until just a moment ago," Bradley concluded, "When he turns up and helps you kill a fresh Hive."

"To be frank, Captain Bradley, we were pretty much dead until Spider showed up." Talbot spread his arms helplessly at the larger man, "Petruski and Schultz even said he made a joke. In... very poor taste, but he was functional. Practically human even. If it weren't for how he looked I could almost swear he was just some guy."

Bradley made a thoughtful rumbling noise in the back of his throat.

"This entire situation's off-pattern, sir. The Bellevue hive shouldn't have formed so fast. Much less the one in the Police station. The one in the deli kind of matched standard development, but it was..." He frowned, "It was too smart."

"Explain."

"We got the Police station nailed down last night. No problems. Standard spread. Eight tanks, alternating firing, half keep the infected back, half level the building." He gestured to the ruin of the deli, "Then this thing... it kept spitting Hunters out. Then they'd use the rest of the Walkers to cover their approach."

"That's not that unusual," Bradley replied.

"Yeah, but I saw Walkers turn down opportunities to feed just so they could chuck their dead and injured back into the Hive and get the thing to spit out more Hunters." He jerked a thumb at the crowds of feeding infected that still surrounded them. "Probably why they just stared feeding so hard as soon as the Hive went down. No more orders countermanding their feeding impulses. If I didn't know better, I'd almost say it learned off of what happened to the first Hive we took out."

Bradley looked thoughtful.

Talbot sighed deeply, "I have no clue, sir. I just don't get it."

"I don't either, soldier." Bradley shrugged, "But we have our orders. He might have saved your lives, but it was his fault you were in danger in the first place. That's not even counting the civilian casualties from this outbreak so far." The bigger man's voice was hard. "He does not get a pass just because you might be feeling grateful."

Talbot's face hardened in response and he replied, "Yes, sir."

"Good man," Bradley said and clapped him on the shoulder. "Now get some rest. I know you and your men just got put through the blender, but we still have to mop up the leftover Walkers and get the corpses dealt with. I sent word back to Thunderhead that we're folding Hammerhead Team's able-bodied into Shield Team for the duration."

"Yes, sir." Talbot replied and this time, despite his clear exhaustion, his enthusiasm was heartfelt.

Bradley shifted his attention to talk to another man who was approaching with his helmet also off. This one, a sour-faced blonde man wearing sunglasses.

Peter realized suddenly that Captain Bradley had stopped and was looking intently at the sunglasses the man was wearing.

No... not the sunglasses, he realized. The reflection in them. He barely had any warning before the huge man whirled suddenly, smoothly drawing the pistol from his shoulder rig, taking a firmly planted shooting stance with both hands on his gun and began firing directly at Peter.

Peter ducked. The first shot blew away the Infected directly behind him.

"What the-?" Talbot began to say, but didn't bother finishing his sentence as he dropped quickly to get out of Bradley's line of fire. His hands looked like they were going for his own weapon.

"That one infected looked like he was listening." Bradley said grimly.

The man with the sunglasses had also responded to Bradley's move and had unslung his rifle and had it in his hands and firing almost before Peter had even noticed him.

None of the other infected really reacted much. Most carried on with their meals. One or two looked up in what might be mistaken for curiosity. Bullets ripped into them and many fell where they were standing.

Peter had been the only one to dodge.

_Oops._ His own voice drawled.

"Oh, damn." Talbot breathed.

"It's the Spider!" Bradley roared over the sound of gunfire. More men had brought their own weapons up and were all firing in his direction. They moved with practiced ease, clearing lanes of fire for one another. "Barton! Get him, dammit! Move!"

Peter sprinted down the street, zigzagging wildly. It helped somewhat, but not enough to entirely avoid a few well placed shots that got him in the back and legs. Every shot blazed with pain, but he forced himself to ignore it.

The faux-Kevlar that comprised his clothes simply wasn't holding up to whatever ammo the Shield Team was using. That thought made him keep his head down and forced him to pour on the speed.

He didn't want to try for a leap, even though that probably would've gotten him away faster. He was sure he could adjust how he 'fell' to let him dodge in mid-air, but it wasn't something he wanted to risk learning while he was being shot at.

He turned a corner sharply ducking between a pair of houses and he vaulted over a stereotypical white picket fence into someone's yard. He still had an advantage over the Thunderbolts Shield Team. He still knew the neighborhood far better than they did... and he could move in ways they didn't expect. He jumped into an open second story window and crashed into someone's den, making a mess of their sectional couch.

On the other hand... he was bleeding badly from the bullet wounds. They'd leave a trail. The leap should've confused things for a moment, long enough to give him a breather. He grit his teeth and let his heartbeat spike, his body shifting to stitch his new wounds shut. Biomass was consumed for the repairs, but the wounds still burned and ached, which had surprised him.

Nothing had really managed to hurt him for very long so why was... he blinked and realized the reason when he straightened out and felt things inside him grind together. He'd left the bullets inside. The other bullet wounds he'd taken before hadn't really gone into him, had passed clean through... or he'd allowed his body to heal itself naturally.

He winced. "Okay... dig bullets out first... then close wounds." He muttered, clenching his teeth. He tried to relax and found that the bullets under his flesh were moving of their own accord. Slowly shifting away from bone. It felt like overstressed muscles being forced to keep moving. A cramp that you were trying to work through moving under his skin.

Maybe if he hadn't forced the wounds closed, his body would've pushed them out first.

New and important fact, that I really should've already realized, he told himself. Getting shot really sucks.

- - -

He wasn't entirely sure what happened to the bullets. Just that about the same time as the search broke off, he stopped feeling the bullets rattling around inside him anymore. He wasn't entirely sure what had happened to them, but he expected they'd turn up sooner or later.

He didn't think the Thunderbolts were waiting for him outside, but he didn't want to risk moving too soon. As they'd said... the Hive that had been the Police Station was gone. So that likely meant Detective Stacy was safe. That also meant that they'd pretty much leveled the Police Station. The neighborhood was a wreck... his neighbors... He shuddered.

If any of them even survived, the odds were good they were infectees. The men he'd saved... they would still be trying to kill him. He lolled his head back and considered. Maybe he should've let them die? He snorted. No. Of course, he couldn't.

The moment he did that he'd be no better than what they expected.

He might as well let them kill him then, because he wouldn't be him anymore.

He still didn't know what he'd been thinking. He'd stayed mingled with the crowd of infected mostly out of curiosity.

_We all know what that did to the cat, don't we? _His voice drawled.

He hadn't expected to really learn anything useful. At least he found out that he confused them. Which was something. He confused himself. And that there were some fairly predictable patterns of behavior engaged in by the infected. The Weapon Plus document files Doctor Pym had provided him with had broken down some of the developmental paths in some detail, but it had been couched in some fairly complex technical language. In Russian.

His phone chimed then.

Only one person would be texting him while he was here. He fished his phone out and checked his messages. "Which part of keep out of the Red Zone was unclear? Call me."

Peter winced, sighed and realized that Hank would keep texting him until he called. He hit the speed dial.

"Why are you back in the Red Zone?" Hank's digitized voice came to him.

"And good morning to you too," Peter grumbled.

"Never mind," The voice had gone flat once more. "I have not had much luck in convincing Thunderbolt Command to shift any forces into Manhattan given how quickly and spectacularly the Queens outbreak has spread."

"Sorry to hear that," Peter replied. "Is there anything I can do?"

"On that issue, sadly, no. Hidebound old fools are notoriously difficult to convince of anything. Certainly not of anything that doesn't fit their preconceptions." There was a mild bitter tone to the digitized voice, but then turned cheery as it continued, "You can assist in another way."

Peter nodded, "Sure, what do you need?"

"I imagine you could make your way back to Manhattan without being caught if you had to?" Hank asked.

"I guess so. Why?"

"Your specific variant strain of Hydra is unusual. I've never seen anything like it." Hank's voice colored with enthusiasm, "I've been working with the virus since the sixties and I've never seen it follow this specific developmental path. I'd like to get some blood samples from you. If we are very lucky, you might hold the key to stopping Hydra."

Peter scowled. He was sure the man was trying a little too hard to flatter him. Maybe this was what he wanted after all. It didn't seem like much... but then again, all he'd learned so far had given him the impression that the outbreak in Queens had been started with a few rat bites.

Hank continued cheerily, "Also, I noticed you were staying in the home of George Stacy last night. Your father's former partner. If you are curious, he is doing well. He's still under quarantine and observation, but as of 8:30 this morning, his blood tests show clean."

Peter gave a sigh of relief.

_He's watching your phone_, Donna whispered, _GPS data. And he knows who you called. He doesn't care you know what he's doing._

He knew that. He also hadn't really expected Hank to confirm it quite so bluntly, but then he realized something else. Hank wasn't exactly a people person. Worse, he was trying to manipulate him while being... well... kind of bad at it. He'd mentioned that others tended to think of him as not a person... then perhaps he'd gotten into some bad habits in interacting with people. No one expected a computer to convince them to do anything, did they?

But Hank could get him to information that he needed.

"Are you still there?" Hank asked after a moment. "I don't think the connection dropped..."

Peter replied. "I guess I could do that, but if I'm going to be in Manhattan anyway, I need something from you."

"Name it, Peter," Hank replied.

"What happened to my mom's body?" Peter asked bluntly.

"Things got a bit hectic right after her death. It was moved into the cold storage room for the Gentek Bellevue facility. No one had a chance to move it afterwards, given what happened. The logs show it should still be there. Why do you ask?"

"I want to see her." Peter forced the words out.

There was silence on the line for a few moments before Hank's flat, digitized voice replied, "I can make arrangements."

Peter let out a breath he didn't know he'd been holding. "I'll see you then."

"I'm sending the address to your phone's GPS now. I look forward to seeing you." Hank said, his voice clearly pleased.

Peter hung up quickly. "I'll bet you do." He muttered under his breath and peeled himself off the broken sectional couch.

- - - 


	36. Chapter 36

- - -

Crossing the Queensboro Bridge was a much more complicated affair the second time around. The Marines had both ends of the bridge closed off. Traffic around the vicinity of the onramp to the bridge was backed up for a considerable distance, with some people looking like they'd slept in their cars.

A midnight crossing at a dead run had been almost trivial.

On the other hand, Peter mused, the average fleeing Queens resident didn't have his capabilities.

Going over the bridge would have been simply impossible to accomplish without being spotted.

So he'd gone under.

Or more precisely, he was making his way across the underside of the bridge. Maybe the subway tunnels might have been easier. Or just trying to swim... if he could even float at the moment... but life had become strange enough that swinging along support struts and bouncing from beam to beam was actually the simplest and most direct option available to him.

It was strangely simple. He had his body weight flared down as low as it was possible to go. His bare feet sported small curved claws at the pads of his toes and his heels that gave him a sure grip on the bare steel and cement presented to him beneath the bridge. Leaping had actually presented some difficulties. He'd initially kept trying to jump 'up' from his perspective, but that inevitably resulted in him continuing 'upwards' towards the East River. It took a couple of near-misses that had him gliding back to the base of the Queen's side of the bridge before he got the trick. He had to jump 'downwards' which resulted in a shallow arc that send him 'up' again to get to the next support beam. Using both feet and his hands, he made good time across and had slipped through Bridgemarket on the Manhattan side in about the same time it would have taken him to cross bridge by bus.

Not bad, considering the alternative was to be kept from crossing at all. He was pretty sure no one had spotted him. It was New York. Hardly anyone except the tourists bothered to look up. Much less up towards one of the bridges.

Peter grinned and walked into the city casually. The address Hank had given him was downtown and several blocks away. He was tempted to take a bus, but just being able to walk in Manhattan, where despite the quarantine that Queens was under, seemed to be operating business as usual.

It surprised him how soothing it was to actually see people just... moving around the city. People walking briskly and going about their own business. A few overdressed hipsters drinking coffee at a Starbucks arguing over the relative merits of bands he'd never heard of. A businesswoman in a too-short skirt screaming abuse into her cell phone as she walked down the sidewalk. A harassed looking mother holding hands with two unhappy children who were demanding Happy meals. A man in a dirty overall argued with a meter maid over a ticket.

There was life and bustle and energy and no one was a mindless, savage thing out for flesh and blood.

Well, except for the lawyers and the brokers, but that was normal too. It was all normal, It was like the Stacy house had been not three hours ago. It made it easy to pretend, if only for just a bit, that Forest Hills wasn't an infected warzone. The illusion was almost perfect, but it was impossible for his senses to miss the carrion stench in the air.

The crisscrossed paths of Hydra lingered and had gotten stronger. Some of the trails he was running across were almost gone, but the sheer strength of presence of the scent sent a shudder down his spine. Somewhere in that mass of scents was Jessica Drew, Madame Hydra. The woman responsible for the infection and destruction of Middletown, Arizona. He was sure what had happened in Queens was her fault as well.

He growled in the back of his throat. His overactive imagination refused to quiet down and he found himself imagining the results if she decided to do the same thing to the rest of New York. Forest Hills had been devastated from a single source for the infection, as best as Peter could tell. Manhattan was already poised to explode given how prevalent the scent of Hydra was in the air.

He hoped he could find some way to stop that from happening.

As he got closer to his destination the Hydra scent grew. He'd already limited his sensitivity as far down as he could manage, but the cloying reek of it lingered. He tried to breathe through his mouth, but that made little difference. He did note a slight difference in the scent of the Hydra that he was approaching. It was still the thick slaughterhouse smell of the stuff, but it felt... musty. Old.

It wasn't muted or dead, it simple smelled... stale. As though the scent had been closed in a room for a long time and was only then being allowed out. It was markedly different enough from the general tone of the scent permeating Manhattan to put him on his guard.

The scent had the same strength as the Hives in Bellevue, the police station and the deli. But it was both somehow sharper and yet... somehow ground in to the surrounding buildings and the street. The 'old smell' thought kept coming to him.

The Hives had been recent things. Hours old in Queens when he'd run into them. He guessed he might have been smelling Hank. The molecular biologist had been an infectee for almost seventy years now. Who knew how that had affected his body? Or his scent?

_They don't have protocols for rational infectees_, his voice drawled in his mind, _You have to wonder how he managed to stay sane._

_Or if there's a reason why he's like us. Or why we're like him. _Donna whispered, managing to startle Peter once more. Ever since those other people he'd consumed, she'd begun volunteering more. And with actual words rather than wordless impressions.

_Mind's clearer, _She whispered in reply.

Peter wasn't sure how to respond to that. Or even if he should. He'd really tried to just... ignore those voices, but sometimes it was just impossible. More indicators that maybe he wasn't as stable as he hoped he was.

_Hey, you're perfectly sane, boy, _Cletus drawled, _I'm in here and everything looks just fine._

That... was not comforting. At all.

Peter found himself at the address that Hank had sent. Gentek Tower. The Hydra scent in the air was hideously strong, but also unmistakably... different. He tried to quell his nerves and approached the massive gray building. The entire front of it was dominated by glass, with bands of grayish brickwork every few stories. It practically had the block to itself, with the surrounding area a combination of above-ground parking and a small park-like strip surrounding the building.

The fact that they could devote that much empty real-estate to that, spoke of how much money the place had far more eloquently than the mere size of the building.

_Killing field_, the Hunter pointed out. _Open area. Makes approach difficult._

He frowned as he understood what the Hunter had noted. There was a single obvious entrance in the front. Well recessed from the brickwork fronting. Deep enough to turn that space into a shooting gallery. The doors themselves were glass as one might expect, but they looked heavily reinforced. Peter wouldn't have been surprised if they'd been bulletproof and shatter-proof.

The glass windows didn't start until at least the fourth floor and looked to mostly be of the same material. The effect was subtly done, but once Peter paid attention to it, it was clear that the lowest floors were designed to prevent any chance of something just breaking a window to get in. Just out of reach of a Rhino's grabbing hands, he noted. Maybe one could put a car through one of the higher story windows, but it wouldn't actually be an infected getting in.

The cleared park-like area was pretty, but also made it simple to watch all the potential lines of approach. He wouldn't be surprised if there were gun ports higher up along the building not only to take out anything approaching across the cleared area, but also for picking off any Vultures that made an approach by air.

It all added up to one thing. The building was a subtly designed fortress in the middle of Manhattan. It looked like it was set up to withstand a siege of Hydra infected. All of which just made how much it reeked of Hydra all the more ironic.

The instructions Hank texted him had been straightforward enough. The receptionist had been told that he had an appointment with Dr. Pym and he probably would have to leave an ID to get through. That seemed straightforward.

It didn't quite overcome his immediate reluctance.

He pulled out the anonymous phone that MJ had given him and thumbed her number into it. He didn't need the UltronMobile since he wasn't calling into the Red Zone. That and he didn't particularly care to have Hank listen in on his conversations.

The phone was answered within a few rings. "Hello, MJ's phone."

Peter stopped in surprise. "Uh... Gwen?"

"Hey, Petey." Her voice sounded quite cheerful, "Everything okay?"

"Where's MJ?" He asked carefully.

"Bathroom," Gwen replied. "Funny. She actually gets your number. When you called me, it said the Caller ID was blocked."

"That was a different phone," He replied without thinking.

"Ohh..." Gwen drew the syllable out much longer than Peter thought it needed to be. Her tone was teasing, "So you have a special phone to call MJ on. Let me guess, one that your Aunt May can't check the minutes on, right? Like say you guys call each other late at night and talk for hours, maybe?"

That caught him just further off guard. How exactly was he supposed to explain that the phone was actually MJ's own untraceable cell? How did one explain that someone actually had and may have needed an untraceable cell phone?

"Uh... I... that is..."

"That's what I figured," Gwen said with a laugh.

"You seem to take great delight in teasing me." Peter said sourly.

"Only because you still react in exactly the same way." Gwen replied good-naturedly. "Wish I could see your face. Bet you're doing that little put-upon pout right now."

"I am no-" He said and noticed his reflection in the mirror. He immediately schooled his expression to be something else. He took a deep breath, "Look, I did want to talk to you too. I heard back from... uh... a friend of my mom's who knows people working the Red Zone. Your dad's okay. He's not infected or anything. He's probably under observation right now, so he can't answer his phone."

Gwen made a slightly choked noise. "You're sure?"

"Pretty much, yes," Peter reassured her.

"Great. Thank goodness. Oh, hey. Here's MJ." There were rustling noises for a moment.

MJ's voice finally came through, "Hey, Tiger." She said quietly. "Talking to Gwen on my phone?"

"I was trying to call you, actually," Peter replied.

"I should hope so." Her tone was slightly teasing, but there was a bit of tension in it.

"She thinks I call you on a special phone so Aunt May doesn't know we stay up all hours talking." Peter replied, trying to distract her from whatever was upsetting her.

She made a small snort that he recognized as a suppressed laugh. "You do realize that's exactly what we've been doing, right? Maybe without the phone..."

He blushed as he replayed the past few nights since he'd met her and realized that it actually was true. "Um. Yeah. Uh... anyway, I just wanted to let you know I'm in Manhattan right now. Dr. Pym contacted me. He said he wants some blood samples... it might be useful for a cure."

There was a long moment of silence before MJ replied. "You're reflexively responsible, aren't you?"

"I guess?" Peter replied, a little uncertainly.

"I still think your pal Hank's got some sort of hidden agenda," MJ said after another long moment. "You should be careful."

He heard her breath catch slightly, but he answered right away. "I know. I will be."

Her voice dropped and became slightly tentative, "I'm glad you told me." She paused then added, "Is it weird that I'm more worried about you being in Manhattan than I was when you were in the Red Zone?"

"Maybe?" He replied mildly. "I'll be fine. Worst case scenario, I'll find a car to throw at him."

This time she did laugh. "Just come back to me safe, alright, Tiger?"

Not sure how to respond, he simply said. "Sure."

"I'll let Aunt May know you'll be missing lunch?"

"Yes, please." He paused, intending to hang up, but his curiosity got the better of him. "You and Gwen are getting along okay?"

MJ replied cheerfully, "I was kind of determined to hate her, since she's your childhood friend and is some kind of straight A gorgeous cheerleader genius type. But she showed me baby pictures of you so we've called a truce."

"... Baby pictures?"

"She's got tons, apparently." MJ said and even over the phone, he could already imagine the grin on her face.

"I should probably go." Peter replied awkwardly. "Gotta see a man about making me bleed."

She whispered in a sober tone, "Be careful."

"I will." He replied, just as solemnly.

They both hung up.

Peter caught the smile on his face in his reflection of a window he passed. Maybe whatever attachment she had towards him was unhealthy, but it still felt... nice. He'd liked that she was worried about him. Not that she was worrying, but that she cared to do so. That helped.

He also couldn't help but notice that while he was concentrating on talking to her, the babble in the back of his mind seemed to still. That went a long way towards making him feel more human.

_We were just being polite cause you were on the phone. _Cletus drawled.

Peter winced and pushed his way into the lobby of the Gentek Building.

As he passed through the door, he noted the double door arrangement. A fairly basic air lock. Once inside, the scent of Hydra in the air increased sharply. It almost made his eyes water and he was still wiping at his eyes to clear them as he moved to the reception desk.

"Are you alright?" The receptionist asked with vague concern. She was pretty. In her early twenties and sporting a brunette bob of hair.

"Fine, fine." Peter wheezed, fighting the urge to take a deep breath to try and resettle himself. Once he'd cleared his eyes he stared at her. The scent roiling off the woman clearly marked her as a Hydra infectee. She seemed perfectly unmarked though, at least what he could see of her. She was well-dressed and a small bronze nametag on her left breast said, "Liz Brant, Receptionist."

He realized after a moment that he was staring. She, on the other hand, didn't. She hadn't seemed to have noticed his attention on her, even though she'd noticed when he'd been knuckling at his eyes. She stood perfectly stock still. Her brown eyes were vaguely unfocused and she seemed to be staring at a point just above the top of Peter's left ear.

The smile was what he found the most disquieting of all. It was empty. Like someone had explained to her what a smile involved, but never actually demonstrated it. The effect of the upturned corners of her mouth that showed nowhere else on her face was disconcerting. The longer he looked, the more he realized that it wasn't just the smile. It was her eyes.

"I have an appointment with Hank Pym," Peter choked out after a minute.

She turned that dead smile at him, inclined her head slightly and then nodded. "May I have your name, please? And do you have any ID?" She asked in a pleasant tone. Or it would have been pleasant, if she weren't making Peter's skin crawl. He had to wonder how anyone wouldn't notice the problem with the woman.

"Peter Parker." He replied, fishing his wallet out to show his student ID.

She nodded and he stared at her once more. She seemed to ignore it in favor of typing something into the small console in front of her.

He noted a slight shift in the musty Hydra scent surrounding them. It freshened slightly... just a tiny amount. Her scent also seemed to shift a moment later. Still unmistakably Hydra, but something had changed.

She turned her dead-eyed smile on him once more and said, "Dr. Pym will see you now. Just take any of the elevators over there." She gestured behind her to a short hall leading to a bank of elevators. "His personal labs are on the 62nd Floor. Thank you and have a great day."

Peter nodded and backed away from her warily. She didn't follow him. Or try to bite great chunks out of him with those pretty white teeth. Or anything at all threatening... just... watching him with those dead eyes staring out of that pretty face.

_That's just creepy_. Cletus drawled, affecting a shudder to his tone.

_You know it's bad when Cletus is the one saying it, _Donna whispered.

_We should kill her. _

Peter beat a hasty retreat for the elevators. The worst part was how reasonable Cletus' suggestion had sounded to him right that moment.

- - - 


	37. Chapter 37

Despite Gentek Tower's formidable fortress-like exterior, it was still a busy office building in the middle of downtown Manhattan. People, all with their own concerns brushed past, heedless of what was happening just the next borough over.

The elevators were disgorging the lunch crowd just before Peter got there. He felt vaguely underdressed, wearing a hoodie and jeans while finding the open area filling up with men in suits and women in a multitude of variations on the theme of professional.

His heartbeat spiked and he realized that he was in a suit as well. He couldn't remember if he'd ended up eating the suit he'd worn to the funeral or it had been left in the bathroom when the Watson house had been invaded by infected. Because if it had ended up staying in the Watson bathroom, then he had no clue where he'd gotten this one. It was a dark blue and seemed to be appropriately professional looking. The red tie even had the appearance of being properly tied.

If he looked a little too undersized to be working in Gentek, he at least seemed to be dressed for the part now.

Protective coloring, he realized. Blend in. He took a deep breath, still fighting to keep the carrion reek from getting to him and assessed the passers by. For the most part they were just normal people. None of them suspected that they were surrounded by infectees.

The security people, in their ball caps, sun-glasses and vaguely military black outfits were all infected. He made sure to note their positions and which ones had their rifles handy just in case it became necessary to fight his way out. The more he looked the more worried he became. The fortress description seemed to fit both ways. The single exit seemed to be the only clear way out of the building and that was covered by multiple security people from all over the lobby.

_Containment_, the Hunter murmured. _Minimize chances of escapees._

Peter nodded in agreement and finally fought past the crowd to the elevator. Fortunately no one else seemed to be interested in going up. He tapped '62' and waited patiently.

The elevator opened at a couple of floors but at every one, it was just more people trying to get down. Peter noted the smell of old, musty Hydra continuing to get stronger the closer he got to the sixty second floor, but in every case, the people who waited for elevators had been clear of infection.

The elevator finally made a pleasant 'ding' noise and the the elevator doors slid silently open onto an anti-septic white hall-way that had a smell of disinfectant faintly overlaying the Hydra scent.

A lean older man in a white lab coat stood before the open elevator, rocking back and forth on his heels. The first thing Peter noticed was that the man reeked of Hydra. He had a shaggy head of gray hair, a thick gray mustache that almost, but not quite hid the painfully wide grin with all too many teeth that the man sported.

Peter stepped out of the elevator, giving the man wide berth as he did so. The man giggled worryingly and tilted his head in a curiously birdlike motion towards Peter, before clearing his throat. "Are you Mr. Parker?" The man stuttered around little tittering noises that seemed to be escaping involuntarily.

Peter man continued to smile disturbingly wide and a whole set of facial tics and twitches revealed themselves before Peter finally found his voice, "Uh... yes. Are you Dr. Pym?"

The man giggled nervously, flinching back from Peter, "Oh. Oh my goodness no. Not at all. I'm Miles. Warren. Miles Warren. Doctor." He thrust a twitching, limp-wristed hand out to Peter who shook it cautiously. "Dr. Miles Warren, Mr. Parker," He said finally. "Dr. Pym has extremely limited mobility and can't get around much." He made another giggle. "Or at all. Me and Dr. Connors help him in the lab as much as we can, of course. Brilliant man, Dr. Pym." He twitched to glance down the side corridor, then turned his glance back to Peter, "He wanted to meet with you. Dr. Pym never meets with anyone. At all. Anyone."

"Um... yes..." Peter said carefully, as he extracted his hand back from the man's persistent, almost spasmodic shaking.

"This way." Dr. Warren said, indicating with a twitch of his head the direction they were to go in. The man walked in a series of nervous twitches and tics and flailing gestures. There was an awful lot of inappropriate giggling as well. "So, you're Mary's son?"

Peter blinked in surprise, "You knew Mary Parker?"

"Yes, yes. Brilliant woman. Absolutely brilliant. Shame about... about what happened to her." He twitched a shoulder. "Terrible shame." The older man seemed to shudder for a moment and had to lean against a wall. "Shame."

"Are you alright?" Peter asked in concern, moving closer to the man, despite multiple voices inside him warning against it.

"Sorry, yes. Yes," Another giggle. "I... I wasn't always... I was there when it happened, you see." He twitched.

"That's when you were infected." Peter blurted out softly.

"Ah. You know about Hydra, then." Warren gave a jerky nod then tittered nervously. "I suppose I... I... I shouldn't complain. Tourette's-like symptoms beats the alternatives. Nasty. Nasty alternatives. I'm sorry about what happened to your mother, though. It was a shame. So brilliant." He gave another jerky nod, then began walking down the hall once more, a bit faster now.

"Did you know her well?" Peter asked gently.

"They brought her in to be my boss." Warren replied. "I suppose I might have resented her a little at first, but she won everyone over. Everyone." He twitched once more, glancing over his shoulder at Peter, "Your mother was the real deal. Brilliant. Absolute genius. Enough to make a man feel like an academic jackal picking over the works of his betters-" He giggled nervously again and simply allowed his statement to trail off.

"What exactly happened, Dr. Warren? Hank, er... I mean Dr. Pym just mentioned it was some sort of containment breach."

Warren gave another twitchy shrug. "One of the long-term coma patients woke up and started infecting the staff. She found a way to aerosolize-"

Peter knew who 'she' was almost before Warren had finished speaking. "It was Jessica Drew, wasn't it?"

Warren seemed to startle at his interruption. So hard, both his arms flew up above his head. "How did you... No wonder, Dr. Pym wants to meet with you. He didn't say why. At all." He shook his head hard enough to send his hair flailing. "I didn't actually see what happened to Mary. I remember seeing your father defending her before I... uh... I'm ashamed to say I sort of lost myself. I got infected then and I lost track of what was happening until it was all over."

Peter froze. "You... you came back to yourself?"

"Dr. Pym has a treatment. It doesn't always work... but yes, it's possible to... ah... bring some people back from the Hydra psychosis. If they can be gotten to early enough." Warren twitched hard enough to almost send him spinning around as he turned to look at Peter. "Are you alright, young man? You've gone pale. Extremely pale."

Peter fought down the shakes that were threatening him. Not everyone who'd been infected had needed to die. He could have saved them. Could have done something... He felt his stomach clench and taste bile in the back of his throat.

He thought he'd come to some measure of peace with what he was, but that had simply become too disturbing a thought to ignore. Had he simply ignored the possibility they could have been saved to sate himself? The Walkers turned hungry and murderous once they were infected. Was he just rationalizing those same urges within him? Making excuses to indulge in cold-blooded murder and claim it as self-defense? How many of them hadn't needed to die?

_Hold it together, boy, _Cletus drawled. _Them or you. That's all._

_Stronger than tears._A voice murmured to him.

_How much time counts as early enough? _Donna's whispery voice asked sharply.

Peter finally choked out, "How... how quickly does the treatment-?"

"A few minutes," Warren replied. "And it has to be administered by Dr. Pym personally. Like I said, I do consider myself lucky." He giggled, "Twitches and all."

"You'd... you would think something like that ought to be getting used in Queens right now," Peter asked, still trying to force himself to remain calm.

"The equipment for it doesn't travel well, or so Dr. Pym says. It also is an ongoing process. Not a one-time... I couldn't leave the building without ending up-" Warren cut himself off and giggled nervously. "Are you feeling better now? Shall we go?"

"Yes. Sorry." Peter replied weakly. Even as he said it, he began chewing over everything he knew furiously. There was no protocol for rational infectees in the field. Yet, Pym could make them rational under specific circumstances. Neither he nor the treatment could travel well.

And the whole building reeked strongly of Hydra. Old live Hydra.

They passed through a set of security double doors that Warren had needed to swipe a security card on. Through it, was a large, well-appointed biology lab mostly done in gleaming white and chrome. Equipment lined the walls and in the center of the room were several large counters that had various racks, holding various jars and bottles. One part of the room was set up as a clean room that was visible to the rest of the lab through thick glass.

Peter could identify most of the equipment. He'd never been in this particular lab before, but there had been times when his mother had taken him to work and done her best to answer his every question. Including what every single piece of equipment was and what it did.

Peter had been a very curious five year old.

He was almost too distracted by his thoughts to notice the man at a corner desk working on a PC. The other man was also wearing a white lab coat and had his back to them as they entered. At the sound of their entry, the man turned and rose.

Peter blinked in surprise as... something twitched under the man's coat at around the level of his knees. He also smelled strongly of Hydra.

The man had thinning, light brown hair that was peppered with gray. The skin on his face was unusually dry and seemed to be cracking and peeling in places. His face was lined and haggard, and between the wrinkles and the cracks, it was difficult to make any guess as to his age.

Peter couldn't help but notice that the man's right arm seemed to move oddly. Too slowly and with far too much liquid grace to it. Closer still, his right hand was an obvious prosthesis, but an obviously expensive and advanced one.

"This," Warren began, giggled, caught himself, then continued, "Is Dr. Curt Conners."

Connors offered Peter his prosthetic hand to shake. It had a solid grip and Peter could feel the material it just under the synthetic skin covering it, not individual bones like in a human hand, but solid mass beneath the palm. The man met Peter's gaze with a flat stare.

His gaze wasn't dead like the receptionist's, it was simply... uninterested. It wasn't hostile in any way, but neither did it hold any trace of warmth or acknowledgement in it. Peter found a reptilian coldness to it that reminded him of a snake.

Warren giggled nervously once more and gestured twitchily, "Dr. Conners, Peter, here, is Mary Parker's son."

That got a single acknowledging nod. There was no change in the man's expression, none in that graceless stare. The coat twitched again, just a little below knee height now. No one commented on it.

Peter was more than happy to turn away when Warren beckoned him onwards. "Dr. Pym will be speaking to you shortly, but he asked me to get some blood samples?" There was a slight curious note to the man's tittering this time that was impossible to miss.

Peter simply nodded. "I just... I was expecting Dr. Pym to be the one to-"

"Dr. Pym isn't... I mean... he can't... he's..." Warren shook his head and cut off a fresh set of giggling. "He can't exactly... um... hold anything. At all."

"Oh." Another detail, Peter supposed. One that fit everything else. Such as how Hank Pym could administer a treatment when he couldn't hold anything.

"Why don't you take your coat off and roll your sleeve up?" Warren asked as he led Peter to another desk. He turned and began rooting through various cabinets.

Peter did try to take his coat off, but realized, as with everything else he'd worn in the past few days, the coat was part of him and the sleeves refused to slip free. He glanced over his shoulder at Connors who was no longer paying attention, so Pete did the next best thing he could manage.

Tendrils blurred his torso and the coat was reabsorbed, leaving him in now rolled up shirt-sleeves. The tie was still there, but Peter noted with some amusement that it had loosened around his neck.

Warren turned back, still twitching slightly as he did, this time holding a still sealed syringe, a large wad of cotton and a bottle that sloshed with Warren's every unexpected movement. It smelled strongly of alcohol.

Peter frowned as he realized that Dr. Warren, a man who did not appear able to even cross a room without setting off a dozen nervous tics and twitching movements, appeared to be intending to draw his blood.

With a massive needle.

Now, normally Peter had little fear of needles, but on the other hand, nurses who did this sort of work tended to also have steadier hands.

Warren still had that tremendous grin, even as he tittered nervously. Peter suspected that horrible rictus was permanently stuck on the poor man's face. Those teeth did little to reassure him, caught somewhere between normal and the needle-teeth of a Tracker. The older man put everything down on the desk with a slight clatter and almost managed to knock the small bottle to the ground, but Peter caught it at the last moment.

"I'll admit it's been a while for me." Warren giggled, "But it's just like falling off a bike!" He declared with almost genuine good cheer.

Peter eyed the man as he tried to slowly and with as much caution as his twitching fingers would allow extract the syringe from it's packaging. Peter noted at least twice that the man seemed about ready to bring the package up to his mouth to tear it open with his teeth.

"I... hah... I remember this used to be easier." Warren explained, mildly embarrassed, his giggling taking on a higher register. "Dr. Connors? Could you assist me, please? Dr. Pym wanted about fifty milliliters of blood from Mr. Parker."

Connors got back to his feet, his expression still flat as he approached and took the syringe from Warren briskly. With detached air the man tied the rubber tubing around Peter's bicep and with a minimum of words and fuss, swabbed an area on his inner elbow with the alcohol and extracted the required amount of blood with a professional expertise that was impossible to miss.

His prosthetic hand had surprising dexterity as he used it, but the soft whirring of the implement kept pulling at Peter's attention. He'd tried his best not to stare. Not at the man's cracked and peeling face, nor at his replacement arm, nor at that strange twitching beneath his lab coat.

These men had survived exposure to Hydra. It was impossible for him to ignore that as ravaged as both men so obviously were, they were still luckier than most of the Hydra victims Peter had run into so far. They got to keep their minds for the most part. Their bodies, were still mostly their own. At least to some extent. If he'd been just a tiny bit less fortunate, he could just as easily have been as badly off as these men were.

_Or worse_, his own voice drawled.

_There but for the Grace of God_, Cletus chimed in.

"Thank you, Dr. Connors." Warren called out, but the man had already moved back to his desk with a dismissive shrug and a grunt. Warren turned his attention back to Peter and said in a lower voice, "Please don't think too badly of him. He was a lot more social... you know... before. He's a little self-conscious about..." He made vague gestures towards his own twitching right arm.

Peter simply nodded, staying on his seat, his arm folded to hold the cotton swab over a wound he already knew had closed. In fact, he was fairly certain he'd felt the tendrils that had closed the wound also consume the cotton.

Warren's manic rictus of a grin twitched slightly, as though he were trying for another expression, but failing miserably. "It's actually quite amazing, isn't it? One little thing could make such... such a wide range of changes in the human body."

Peter frowned slightly and replied, "It almost doesn't seem possible."

"Not for an ordinary virus, no," Warren gave a jerky shake of his head. "Hydra is, of course, no ordinary virus. What we're dealing with here is massive. Your average virus is just a bit of DNA wrapped up in a protein coat. Hydra's follows that same general idea, but it's huge. Seriously huge. Over a dozen of times larger than a normal virus. It's almost the same size of the cells it would infect."

Peter blinked in surprise, "Wait... most of structure of a regular cell is taken up by the structures that keep the cell alive."

Warren gave a pleased giggle, "Indeed! Well spotted, Mr. Parker. So what does that tell us?"

"That Hydra has a whole lot more genetic material in it than our own cells do?" Peter asked tentatively.

"And all of it just waiting to be inserted into our cellular structures given the proper triggers. Even the protein coat it has is incredibly complex. A massive single molecule that denatures rapidly in an aerobic environment. Comparatively fragile in the open air from it's size, but ironically this makes it so rampantly infectious inside a living organism." Warren's twitches seemed to lessen as he warmed up to the topic even more.

"But all a normal virus does inside of a cell is hijack its materials to reproduce itself. I can't see how that would end up with... the results we're seeing." Peter countered. "In fact if it's as big as you say it is, wouldn't it practically have to completely tear apart multiple cells just to get enough materials to reproduce itself once?"

Warren clapped his hands, "Indeed, indeed! You truly are Mary's son, my boy. Good, good!"

Peter felt a small flush of pride at that, but he kept his attention on the older man as he continued to speak.

"The Hydra virion infects neural tissue first. It zeroes in on the nervous system and the brain, causing some initial changes."

Peter nodded as he realized what that meant. "That's why so many of the victims end up either comatose or psychotic."

"Mostly the damage is done to the higher brain functions. Abstract thinking. That sort of thing. The back brain, the R-complex is mostly left untouched. So you see a lot of that in the Walkers. Territorial behavior, aggressiveness, hunger... that sort of thing." Warren nodded, his head bobbing jerkily. "Well... at least in the ones it doesn't outright kill."

"But that still doesn't explain the physical changes." Peter pointed out.

"The difference is in how it executes its reproductive efforts." Warren gestured broadly. "In most cases only a small section of the Hydra's mass of DNA gets inserted. The result is an entirely new virus strain being reproduced within the cell, generally smaller and less complex, but much better suited for reproducing within the infected. That's why they called it Hydra, come to that. One body, many heads. In some cases the inserted DNA merely changes the nucleus of the host cell. Mutation rather than destruction. Forcing it to rebuild itself to new specifications. In some cases it will do both. Mostly this serves the function of creating a better environment for the primary Hydra virion to do its own reproduction, but the rest of the body is flooded with the Hydra child strains, inducing all those changes."

Peter thought this over for a long moment then said, "Including ones that allow something the size of a man to fly."

"Ah, that's one of those things we still haven't figured out," Warren's grin turned slightly sullen. "The Pym particles, that red material... it's completely chemically inert, has negative mass and breaks down spontaneously within a few minutes of being secreted by infected. We do expect some progress eventually."

"Pym Particles?" Peter asked with a bit of skeptical amusement.

"Dr. Pym was the first to document them, so he got to name it." Warren giggled uncomfortably, "Oh, goodness. Goodness. I don't mean to keep you. You do have your appointment with Dr. Pym. I'm sorry about that."

The man turned away, beckoning Peter to follow. He got up off the seat and allowed his coat to reappear before he replied. "It's no trouble. I learned a lot."

"I'm glad..." Warren giggled once more. "I used to teach, you know. Biology. So did Dr. Connors. But ever since our... ah... changes, we can't really leave Gentek Tower. I admit, I do miss it." Warren's rictus turned almost into a real smile for a moment, "I would have loved to have had you as a student."

Peter smiled weakly and ducked his head, "Um... thank you."

"Dr. Pym is through here." Warren said walking towards another set of double doors at the far end of the lab.

Peter noted the camera right above the doors focused on him for a moment. The doors made a loud click and then one swung open slightly.

Dr. Warren shook his hand once more, genuinely enthusiastic. "It's a pleasure to meet you, Mr. Parker. If you wouldn't mind, I'd love to chat some more later? Dr. Connors and I rarely meet anyone new here."

Peter smiled back, understanding a little of the man's obvious loneliness. Especially if his only company was Dr. Connors. "Sure. I'd like that too, Dr. Warren."

He stepped through the door and it locked itself shut behind him with a worryingly loud click.

There was a short hall beyond which led to a dimly lit room with pale green walls. It was a sort of institutional green one would expect in a hospital. The anti-septic smell was sharper here, but it could do nothing to hide the hideously strong scent of old Hydra. He grit his teeth and did his best to focus on something other than the overwhelmingly powerful carrion scent.

He looked around worriedly. On the far wall was a single large LCD monitor. The wall was painted with an inexpert mural in various shades of green vaguely depicting a city skyline.

There was a single green painted metal folding chair in the middle of the room.

Peter looked around the room and the only other oddity were the dark green curtains that closed off each corner of the room. He took in everything and looked at the monitor.

It flickered to life and showed Hank's cartoonish face. His digitally rendered voice came from the monitor. "Hello, Peter. It's good to finally meet you in person."

Peter blinked, "This is 'in person'?"

"As close to it as I can manage anymore," Hank replied dryly.

Peter took another breath and noted that the scent of Hydra was strongest in the corners of the room, where the curtains were. He glanced to the curtains, then to the monitor, then he coughed.

"Did... did you set up this room specifically so you could make a 'pay no attention to the man behind the curtain' joke?" Peter asked finally.

The cartoony avatar on the monitor grinned broadly. "Well spotted."

"So what's behind the curtain?" Peter asked slowly.

"Do you really want to know?" Hank responded.

"I've already got a guess," Peter replied.

The cartoon's eyebrows rose, "Do you now?"

"It fits all the clues."

"Which is what?" There was a small note of genuine curiosity in the digitized tone.

Peter's eyes narrowed and he unclenched his jaw. "That I think you're a Hive."


	38. Chapter 38

- - -

The image on the screen froze and that's when Peter heard the laughter. It was breathy, wheezing laughter coming from dozens of different throats, all coming from the curtained corners of the room.

Peter whipped his head around trying to pinpoint the exact source of the laughter, but they all seemed overlap and echoing within the room. One thing was certain... it didn't sound digitized at all.

The laughter kept going even as the image on the screen started up again, smiling at Peter and Hank's digitized voice spoke, "Ah, well done, Peter. Well done. I must ask, though. How did you come to this conclusion?"

Peter replied carefully, still creeped out by the laughter that was only beginning to die down. "It fits. There's not supposed to be any full-blown infected that keep their minds. Hell, the majority barely retain any of their ability to function. Except for ones that had specific controls but all that does is make them obedient, not self-willed. But I've noticed something... the bigger an uncontrolled infected is, the more of its mind it seems to retain." He paused, "I extended that logically. Hives are the biggest infected I've seen."

"Seems rather flimsy," Hank replied, his voice laced with digitally simulated amusement.

"That wasn't the only clue. Hives can control individual infected. Control them well enough to come up with tactics and coordination. So that points to the Hives having more intelligence than the mobile infected. You told me yourself. They don't have any protocol for rational infected. But I think you meant they don't have one for a mobile rational infected. They've got a protocol for the Hives after all." Peter noted, "It involves eight tanks."

"Usually that's overkill," Hank replied mildly.

"All of that... plus all the little hints about not being able to travel well. The way the building smells like a Hive. Not to mention the security guys, the receptionist, and Dr. Connors and Dr. Warren." Peter shrugged. "It all fits together."

"Very well done," Hank said once more and Peter heard the soft whirr of motors as the curtains began to retract into the ceiling. "I will admit that most people never figure that one out, but then most of them don't have your unique advantages or exposure to such... unusual circumstances."

The walls revealed by the curtains were the same fleshy material of the viral matting that had become so familiar to him, but unlike every other instance he'd seen of it, here, instead of the material covering the walls, here the walls were built to cover the fleshy material. The drywall ended a few feet shy of the corners and beneath it was the glistening, raw-meat color of the viral matting. Peter could make out large orifices in the fibrous, veiny material where the laughter had come from. Tendrils twitched and writhed near the edges of the drywall. One corner had an oversized keyboard that had been overgrown with the twitching viral matting. The keys made mushy clicks as they depressed themselves in rapid succession, more tiny tendrils flailing above the keys as they moved.

"It's good to actually meet someone face-to-face, as it were." Hank's digitized voice sounded from the monitor.

One section of the viral matting irised open and a single, glowing red eye the size of a serving plate revealed itself, the sclera startling white against the rust of the infected material.

"How..." Peter swallowed nervously, "How much of the building do you actually take up?"

The material irised shut once more over the massive eye and Peter realized that Hank had just blinked at him. The keys clicked and the digitized voice replied, "I am behind almost every exterior wall of this building and most of the inter-floor spaces besides that. The rest of myself is hidden in several sub-basements below this building. Maintenance believes I am some sort of special insulation."

Peter whispered in awe as he ran the numbers in his head. "That's tons worth of flesh. What do you eat? I mean your energy requirements have to be enormous."

"Not as much as you would think," Hank admitted, "I'm sessile and a highly efficient filter feeder. I don't really think about it nowadays, but being hooked into the local sewage mains is more than sufficient for my nutritional needs."

Peter winced. "Oh. So..." He wasn't exactly sure what to say to that.

"It might seem somewhat distasteful," Hank replied, his digitized tone dismissive, "But I no longer have a sense of taste or smell as such. I admit, I still occasionally miss having a thick, juicy steak, but nowadays as long as I have a steady flow of reasonably biological materials on a regular basis, it makes no difference."

"How did they even get you into Manhattan from Arizon-" Peter stopped himself, "Ah. You weren't always this size, were you?"

"Very good, Peter." Hank said encouragingly. "I mostly occupied a single basement back then. I was small enough that it only took a few box cars to move me into Manhattan from New Mexico. That was back in the mid 90's." There was a pause and the cartoony face made an exaggerated wince on the monitor. "Actually they had to cut me into pieces and fold me up to make me fit into those box cars. Fortunately, I don't have much in the way of pain receptors and with enough time everything sort of grows back. It wasn't quite as bad as it sounds."

Peter asked slowly. "Does that mean other Hives could get chopped up and reintegrate that way?"

"That one seems to be unique to me." Hank replied. "I'm exceptionally resilient as Hives go. Most other Hives become non-viable by the time they've lost anything over fifty percent of their mass. They've tried chopping me down to size, but my core consciousness seems to keep surviving in whichever piece is the largest. After that it's just a matter of regrowing any parts I've lost."

"So... you've been growing all this time?" Peter asked, coming to some horrified realizations about the nature of the man's transformation.

"Yes. The extent of my growth limits have yet to be reached and as I'm the oldest intact Hive, we don't really have any other data to compare me against." Hank replied, his voice turning mildly thoughtful, "In fact, with the exception of a few subjects in cryo-stasis, it might be fair to say I'm the longest surviving Hydra infectee to date. Most of the development data in the Red Guardian and Oruzhiya Plyus files I provided you with were cross checked against my own information."

The implications of what Hank had become terrified and repulsed Peter. Near immortal, but sharply limited senses. Immobile. Helpless.

Hank Pym could do nothing but think. No wonder he seemed so starved for company. Peter had no clue to what extent Hank had control over the other infected in the building- _In him_- but given the general mental degradation and issues they suffered, Peter didn't expect the man had a lot in the way of stimulating mental conversation. Everyone else he chanced to speak to couldn't possibly even come close to understanding what he was going through. If anything, they seemed to not even think of him as human.

How has he managed to stay sane? Peter asked himself.

_Jury's out on that, boy, _Cletus chimed in.

"Yeah... most of that kind of went over my head. I didn't really get much of a chance to study it." Peter replied, glad to let the subject drop.

"Ah. I'll admit the translation from the original Russian left a bit to be desired. I'll send you a few more files with the information in a more... accessible format. "

"The Cliffnotes version?" Peter said with a small smile.

"It's the version that gets shown to the Gentek security trainees. I'll admit, it's probably rather beneath your level, but I'm afraid I don't have anything in a more intermediate level of complexity on the topic."

Peter held a hand up, "Just happy to learn more. This whole thing's been a complete mess. I just want to understand what's going on." He sighed, "I have to admit, I'm still trying to get a handle on why they thought it was a good idea to have you in Manhattan."

The cartoon Hank shrugged elaborately on the monitor, "They were eager to play with the new toys they got from the Russians. They decided I would be perfect to help keep them all under control."

"How much control do you have?" Peter asked sharply. "I mean Jessica doesn't seem to listen to you-"

"Jessica is a special case." Hank replied flatly. "Most Walkers inside me I can... direct. I am limited compared to other Hives and my range is much shorter. My strain of Octavius is... unusual."

Peter glanced over his shoulder and it was impossible for him to keep the bitter accusation out of his tone, "What about Dr. Connors and Dr. Warren? Are they... real? I mean are they actually who they were or are you just using them as some sort of messed up hand puppets?"

Several keys clacked at once as the viral matting and tendrils on the keyboard twitched in agitation, producing the nonsense syllables Peter had heard often enough over the phone. After a moment it stopped and the keys clacked in some sort of proper sequence once more. "If I had that level of control, do you think I would be using a voice synthesizer?"

"I don't know. Would you?" Peter knew he shouldn't be taking it out on Hank, but he was just so tired. So frustrated. And angry. So very angry. He knew he shouldn't be lashing out. Intellectually, he knew none of this was Hank's fault.

_No, you don't_. His voice drawled back at him.

Hank continued to speak, the keys clacking away as a muffled accompaniment. "The brain damage is usually too extreme to do much else. Miles and Curt were lucky. When the damage isn't so bad, I can make them... I can send them a command to stop listening to their hunger. It isn't perfect, but it beats the alternatives."

Peter's voice had turned hard, "And you couldn't have done that for my mom? For my dad?"

The keyboard was silent for a long moment. The massive eye blinked once more, and then looked away from Peter.

"By the time we were aware that anything had happened, your mother was already comatose and your father already dead. There was nothing I could have done, Peter. If I could have saved them, I would have. That incident was why Jessica was relocated to the Bellevue facility. They finally listened that much to me and kept her away from any mobile infected."

"That's your silver lining, huh?" Peter snarled, "That's the bright side?"

"It kept-" Hank's digitized voice began, but then degenerated into nonsense syllables as Peter picked up the chair in the middle of the room and smashed it suddenly into the floor. The legs crumpled and twisted under the impact and the floor was suddenly cracked underneath him.

"How exactly did that work out?" He ground out furiously.

"They didn't listen to me." Hank replied flatly. "I told them she needed to be destroyed, but no one would listen. She was too useful. Her body churns out new Hydra variants at a furious rate. Too much potential to be exploited."

Peter snarled, "Who are 'they'? The Thunderbolts?"

"No. General Talbot didn't want anything to do with making new strains of monsters. Certainly not after he lost his fiance to Middletown." The muffled clacking of the keys was rapid-fire. Peter realized why Hank would tend to lose the 'emotion' in his simulated voice. He had to type out additional commands to emulate the proper tone in whatever was providing his voice. Whenever he would be particularly upset or hurried, he would miss putting the commands in. "Norman Osborn and his flunkies in Oscorp were able to get the development contracts and all of Weapon Plus's databases as well as the genetic samples. He had all the right contacts in the Defense Department and knew who to bribe. He was the driving force behind finding ways to weaponize and exploit Hydra. That's how Gentek was born."

"Which still doesn't explain why they'd put all of that in the middle of Manhattan," Peter growled in frustration, "That's crazy. They already knew how dangerous it was. There were all those records and... Why would they think this was a good idea?"

"Osborn had something to prove." Hank replied his digitized voice still toneless and flat, "He still does. He didn't see what happened in Middletown. In Littleville. He's the reason why no one believes me when I tell them Jessica's free. You've seen her. You must know she needs to be stopped."

Peter noticed it then.

The scent in the air had shifted. It had shifted earlier when he'd been irrationally furious. Perhaps it might have been justified given the stress he'd been under, but now it had shifted again and he could feel himself calming down. He stared at the eye and he felt his fury build up once more. He took a few steps and then slammed his fist hard into the drywall to one side of the massive eye.

The drywall cracked and splintered under the blow and Peter felt his fist sink deep into the fleshy and fibrous material beneath. The staring eye turned to look straight at the young man's furious face. Broken drywall peeled away from the material underneath and shattered on the floor.

"You were just influencing me." Peter said through clenched teeth.

"Was I?" Hank asked. The tone had a rising, curious tone to it.

"This was why you wanted me here? To see if you could control me?" Peter ground out, withdrawing his fist slowly from the hole he had just made. It was covered in powdered drywall and a brownish red liquid that given what Hank had admitted to regarding his feeding habits, Peter didn't want to think about.

The scent intensified and Peter could feel a certain lassitude settling onto him. He held on to his righteous anger and ignored it. "You're doing it right now." He snarled.

"Peter, the reason I wanted you here has nothing to do with whether or not I can affect you." Hank replied mildly. It sounded odd in that digitized voice, but it was just serving to set Peter's teeth on edge. He welcomed any chance to keep his anger hot. It seemed to help him past whatever Hank was doing. "I really did mean it. The blood sample you provided could be the key to developing a less destructive strain of Hydra."

Peter took a deep breath, feeling the calm seep into him once more as he took it, but he fought it back. He let himself calm just a little. Just enough to take edge off his fury. Angry enough to keep his mind clear of whatever head game Hank was trying to play, but calm enough to still be able to think. "You don't need me to be here for that. I must have left a ton of samples behind when I was in Bellevue-"

He stopped as he realized what was happening.

"Bellevue. You're trying to do a rerun of what happened in Bellevue." Peter growled under his breath. "No one believes you about Jessica. Everyone's buying into the great big noisy outbreak in Queens. Except if my being here starts triggering alarms, people are going to start listening about an outbreak in Manhattan."

The keys clacked and Hank's cartoon face broke into a smile. "Exactly so. I know Jessica is still out there. I can feel something in the sewers and tunnels leading to me. Jessica can take control of nearly anything infected with Hydra and that includes being able to take my Walkers away from me. Portions of my own body have stopped listening and I can't observe entire sections of my body anymore, but no one will listen to me." There was a burst of syllables, followed by a harsher chorus of growling noises from the corners of the room. "They brought me here as the expert on containing Hydra and they keep ignoring my advice."

"So you're handing me over to them to get them to move Thunderbolts to Manhattan?" Peter snarled.

"Of course not. You will need to leave shortly. Shield Team finally responded to the sighting of you in the lobby and they're on their way. I expect them to be here in about fifteen more minutes by chopper. The video record will show you escaping through the maintenance tunnels."

"You're setting me free again out of the goodness of your heart?" Peter asked sarcastically.

"Young man, if I thought allowing your capture would ensure Jessica's destruction then I would do it in an instant. I've already given up my humanity to ensure that Hydra is kept firmly under control... do not think for an instant that I would hesitate to kill you myself if that is what it took." Hank replied flatly, but the soft and incoherent growling noises from the orifices in the viral matting grew louder. "I'm prepared to personally slaughter every man, woman and child in Manhattan and Queens to ensure the safety of the rest of the world."

There was a long silent moment as the growling ceased abruptly.

Peter finally said, in a slow, deliberately careful tone. "You know? I'm starting to get the feeling I know why they don't listen to you."

"Your sarcasm is duly noted." Hank replied with digitally simulated primness, "Nevertheless, it serves no one any good to allow you to be captured. As long as you escape, you are a boogieman. Something for them to chase all over Manhattan and it will improve the chances of their stumbling onto Jessica."

"You could have told me you just needed me to trigger the alarms. You didn't need to lie to me."

"I told you, Peter," Hank's digitized voice remained mild. "The ostensible reason I asked you here remains true. That there was a secondary reason doesn't negate the first."

"Hairsplitting," Peter snapped back. "I'm leaving now, before I do something we are both going to regret." He began to stalk towards the metal double doors.

"I apologize, but surely you must understand the necessit-"

"I do." Peter said without turning. "I just don't like being manipulated."

He put his hand on the door, fully intending to shove it open... or if need be rip his way through. Hank interrupted him by speaking. "I sent directions to your phone for how to get to your mother's body from here. I apologize for manipulating you, but please know that you have my thanks."

The door clicked and swung open just a tiny bit.

Peter glared over his shoulder at the staring eye in the wall. "Still need to make sure I make my escape through those tunnels?" He growled.

"Yes."

Peter made a wordless grunt then slammed the door entirely open with a crash and stalked out without another word.

He ignored Connors and Warren as he stormed through the laboratory, slamming the double doors to the hallway outside with an angry slap. He hadn't really been paying attention if the doors had been unlocked or not when he'd done it and he didn't particularly care.

He jabbed his finger at the down button on the elevator and fished his phone out as he waited.

The directions were there.

Logically, he should ignore it.

Hank had lied to him once already. His tone might have sounded sincere enough, but it was as phony as everything else about him.

He really should leave.

Stop at the lobby.

Go out that way.

Fight his way to the doors if he had to.

Leave Hank and Jessica and the Thunderbolts behind him.

Go back to Queens. Lay low. See if he could figure on some way to get Aunt May, Anna, MJ and Gwen out.

He didn't want to risk getting caught up in a web woven by a psychotic building with a grudge.

The elevator dinged and Peter stepped in distractedly.

Even if Hank Pym were telling the truth and that really was his mom down in those tunnels, it wouldn't do any good if he went down there to see her. Or retrieve the body. What was he going to do, after all? Run across Manhattan carrying a dead body? He could see that going over well with the cops.

One of Ed Whelan's rare memories floated to the surface once more. His mother in the narrow bed beneath Bellevue. Surrounded by instruments. Too thin. Tied down. Sleeping. Helpless.

Peter groaned and pinched the bridge of his nose. There wasn't anything he could do. She was there... somewhere... and once there was a quiet moment she would be incinerated.

_Except that's not what happens to dead Hydra samples._ His own voice drawled. _Logic. _

Peter realized what that meant. Why drive all captured Hydra samples back to Manhattan instead of destorying them immediately on site?

_Pym's a Hive._ His voice continued. _What do Hives do to dead infected?_

Peter shuddered at the memory of the battle with the Hive in the Deli. It was hard to believe that had just been this morning.

He couldn't- that just felt wrong. Peter would have to see his mother's body one way or another. If only to ensure Hank didn't do anything else to it.

He was about to press the sub-basement button only to realize that the elevator had already been going down the whole time he'd been woolgathering.

The door dinged open on a dimly lit sub-basement. The right one, in fact, according to the directions from his phone.

He growled in annoyance and stepped out.

- - -


	39. Chapter 39

- - -

The directions Hank had sent to Peter's phone had been straightforward enough. There were a great many anonymous gray and institutional green maintenance tunnels. The floors were bare cement and echoed any footsteps back.

This deep within the Gentek building, the smell of Hydra had only intensified as Peter walked. Those he encountered were all dressed in maintenance coveralls and ball caps pulled low over their faces. Every single man and woman that he encountered smelled of a full-blown Hydra infection.

Peter had to shove his hands into his pockets to keep them from forming fists. The laboratory level had been bad enough, but everything here was just setting his teeth on edge. He had to keep fighting down the urge to just start tearing into the infected all around him. He still couldn't be certain if that was his own temper having finally come close to its breaking point or if Hank was continuing his attempts to take control.

Neither thought made him happy.

This ironically enough set up its own horrible positive feedback loop of anger.

A few infectees here and there didn't have their hats on and they were worse than the ones who did. The low bill on the hats had covered up the flat, dead stare of those infectees as they shuffled along on their duties. The baggy coveralls covered up whatever other mutations they might have had. Peter was certain he'd spotted a few odd bulges. Perhaps a few too many cases of limbs that didn't quite bend right.

He'd shifted back to the hoodie when he realized those dead stares just slid past him without noticing.

Possibly Hank giving him a free pass. Or was it bee behavior? They'd defend the Hive against entry, but once he was actually in there, it was assumed that he was supposed to be there? He let himself wonder briefly if eusocial behavior in infected was emergent from whatever instincts the Virus put in there, or if they always had to be enforced from above by the sentient Hives.

He shook his head. That was useless speculation at this point. He supposed Hank might know, but he really did not feel like talking to him anymore. He didn't want anything to do with him anymore. He just wanted to see his mom's body- _possibly steal it_- and get out.

He still had the suit on under the hoodie, which vaguely amused him. The gunk and drywall from where he'd punched into Hank's substance had long since been consumed by his feeding tendrils. He wasn't certain if any of that would give him anything useful from Hank, but other than being able to dampen out Hank's scent easier, which could have just been from him getting used to it, there hadn't been any other obvious change so far.

After another long walk through an unoccupied corridor, he noted a distinct shift in the air once more. There were trace scents now of something like an open sewer. He had no clue where he was in relation to anything else, but Peter guessed he was getting close to wherever it was that Hank was hooked into the sewage mains.

Which, on reflection, Peter mused, sort of made sense for a place to store dead infected before disposing of them.

The directions led him to a set of closed double doors. He could distinguish the scents of rot and decay from behind the door, distinct from the carrion scent of the Hydra. Dead things lay beyond. He glanced down at his phone one last time and tapped the code it provided into the keypad next to the door. It beeped and clicked, opening for him.

There was a puff of cool air through the crack in the doors and Peter opened it wide, stepping into the large, distinctly colder room. Peter mused he could've fit the entire ground floor of their home in the room.

It had the same distinctly spotless white and chrome of Hank's lab, the whole lit brightly by blazing overhead fluorescent lights. The entire far wall was dominated by small doors and there were a dozen chrome tables in the middle of the open room, covered in plastic sheets. It was like the coroner's lab of every TV show he'd ever seen writ large. To the left of the door he'd entered, was a large pile, easily the size of an SUV, covered by a tarp that stank of dead Hydra. Dead bodies.

Peter drew the tarp away, revealing bodies stacked on top of one another. He grit his teeth to fight down another surge of anger. A heap of neatly stacked human bodies. Not all of them had their eyes closed. None of them allowed any dignity in death.

It wasn't any better than how they had been in Bellevue, but he noticed strands of fibrous, ropy flesh intertwined with the bodies. They were stacked up like this because there hadn't been much choice, short of cutting them apart. Perhaps they simply hadn't had time to do so. Things had been hectic all around since... had that only been just a bit over a day or so back?

He frowned as he recognized some of the bodies as having come from Bellevue, but another set, closer to the bottom of the pile drew his eye. A little girl, sweet-featured and almost peaceful compared to those around her. She'd been in the back of the Thunderbolts van with him when he'd woken among the dead.

This was where they'd taken those bodies. His stomach clenched and made small gurgling noises. Horrified fascination and hunger warred.

He knew exactly what Hank had planned for these bodies. Or at least he could make an educated guess.

_You wanna take his lunch away? _His own voice drawled. _Wanna show the big manipulative building he ought to know better than to mess with you?_

_I like this plan, actually. _Cletus drawled back.

_Focus on why we're here_. Donna whispered.

Peter's stomach roiled once more and he forced himself to look away. He clutched at himself, shivering not just from the cold. He really was losing it. He had been losing it steadily, but that had been seriously wrong. Piles of corpses shouldn't look... appetizing.

He took a deep breath to steady himself, but all the mingled scents in the room did little to calm him. The tang of sewage, the slow clear scent of rot; the flat, dead scent of carrion mingled with the closed in sickly sweetness of old, live Hydra.

One scent did stand out and it came from one of the tables. It cut through the mingled scents and it had a familiar... familial feel to it. It had echoes of spice and fresh cut grass. Not that there had been any here. It smelled comforting, despite his surroundings, but it had no vibrancy. It felt... flat. Off.

He walked closer to the table and drew the covering back, revealing a head of auburn hair and a gaunt, but familiar face in gentle repose.

Just as though he'd consumed a fresh infected memories suddenly assaulted him.

_- his Queen had been pleased. He could feel his subordinates... his children... squirming against his bones in gleeful play. Urgent to be free to do their work. To join their brothers and spread her worship. _

_Every step brought fresh ripples of movement. He could see his skin bulge up and slide. They swam in his flesh, made play in the confines of his chest. He felt a tickle in his throat as one came too close, threatening to rise up to free itself, but he fought it down. _

_His Queen said they were almost ready and it was because of his diligence. Then they would both be free. There would be no more shackles. No more deceit. He would strip himself free of the restraints imposed upon him and unfurl his Queen's gift. _

_It was good to serve. _

_He opened the door to the other's room. To the one called the Sleeping Beauty. Parker. The Queen hated her. The Parker woman in her sleep had somehow done something to his Queen. Kept her enchanted. Both bound in sleep, neither able to harm the other. _

_But she had dreamed to him. Dreamed to him and kissed him in her sleep. Given him gifts. His children. His children would free her. Even now they gnawed away at her chains. Their blood and bodies offered freely to her service. _

_He still had to serve his mortal masters. Still bound to keep up the masquerade for the sake of his Queen. So he tended to Parker. Tended to his Queen's enemy and hated. Hated from the pit of his stomach to his very bones. Still she lay there. Silent. Defiant in her sleep. _

_He had offered to kill her for his Queen, but she had stopped him. In death Parker would undo his work. In her final moments he could stop the Queen's heart. So she lived. Forced to balance her war against the Queen against her own life, or so she had told him. _

_But now the promised day approached. She would be free and Parker would die. He moved to replace her IV with accustomed care, savoring the flash of sweet pain as flesh bulged and his children swarmed away from the motion._

_He looked down on her then. The Sleeping Beauty, they called her. Parker. He'd stared and fought the loathing and hatred and the mad, furious impulse to simply choke the life out of her. _

_Her eyes suddenly opened, blazing red. Like his Queen's eyes, drawing him in. The sight of them blasted through his mind and consciousness for a moment. Just a moment._

_His mind cleared. The worshipful haze of love he had for his Queen... for Madame Hydra lifted just enough to realize that- ohgod. the rats. there are live rats in my body. swarming. choking. crawling on my bones. bulging my flesh. ohgod. ohgod what's happening-_

_She coughed, right into his face and he recoiled back. He clawed at himself. Seeking to tear out the squirming things. The horrible skittering wretched things under his skin. Chittering, clicking claws on his bones. Swimming through his flesh._

_Oh god. My bones. They're gnawing on my- _

_He screamed. He felt his face begin crawling away from his open mouth. Lips thinning and opening and forcing his jaw to widen impossibly huge. Lower jaw cracked open beneath stringy flesh, the skin across his chin stretching wide to accommodate the two pivoting sections. Bones separating along hidden hinges and the tickle in his throat became an impossible pressure and he vomited the first one out. _

_A black, sleek thing, small and slick with blood, it plopped to the ground. It turned bright red eyes up at him, squeaked disdainfully, and then scurried away, leaving tiny red paw prints in its wake._

_His mind remained clear. For just a moment. A long terrible moment of clarity and realization._

_Then the second rat forced its way up his throat and out of his hugely distended mouth- _

Peter snapped out of his fugue long enough to realize he had fallen to his side and was screaming. He got up, just enough to curl up, clutching at his folded knees in his arms and stared. That had been Ed Whelan. Ratty old Ed Whelan who'd been sitting quietly in the back of his head, offering up bare glimpses of his memories. He had an impression now of more.

Peter had thought he simply hadn't had enough mind to retain anything. Or something in whatever had happened to give him Ed's body, had neglected to include the rest of his memories. But that wasn't the case.

Having those memories rise up seemed to help point out exactly where in his mind Ed had been hiding. Peter could feel the consciousness, the worshipful, needy, horrified voice of Ed Whelan retreating back. Trying to hide away again.

Peter ran his tongue over dry lips as he tried to get his own mind moving once more. He couldn't let that happen. There were answers in Whelan that Peter needed. How could he assume his mother's form when she obviously hadn't been eaten? That was her body on the slab. Intact. Whole.

How was that even possible?

He could feel Ed's panicked retreat in his mind, trying to drown itself in the susurrus of undistinguished voices from the mass of infected at the Watson house. Just as jarringly there had been... the impression of movement. Of things shifting and adjusting. Pinning down, holding. Grasping. Claws and hunger and suddenly, the impression of minds within his mind, the strange almost unnoticed pressure whenever the voices spoke shifted more strongly and Peter blinked in surprise.

There was a distinct image suddenly of Cletus and Donna holding Ed in place.

There was something fragile about the mind of Ed Whelan. It hadn't been like the other infected that had settled within him. They had been broken. Incomplete. Whelan, now that he could actually... inspect... him wasn't broken. He'd been tattered. Faded. It wasn't whole, but not in the same way that resulted from an abrupt break... it wasn't whole in that parts of him simply trailed off into wispy nothingness. It was as close an analogy as he could find.

"What the hell happened to you?" Peter choked out aloud, rising to his feet once more.

_Y'know, we could probably beat some answers outta him if you like_, Cletus drawled eagerly.

How can you even hold on to one another? Peter thought furiously. You're memories. How does that even work?

He had been trying to ignore them, but it was impossible. He really was hearing the voices of those he'd eaten... and somehow they were retaining echoes of who they were. He hadn't wanted to think about it.

_No clue_. Cletus offered. _Although if we can kinda touch this jackass... we probably oughta be able to touch each other, _His voice had dropped to a greasy slyness.

_You're a pig_, Donna's voice whispered.

_Or you're turning the memories into voices to let you deal with it, _His voice drawled back. _Speaking to us is simply a way for you to acknowledge and use the memories while keeping them distinct from yourself. It's all in your mind. You're using visualization and metaphors as a way to manipulate your own brain. Think of incipient multiple personality syndrome as a user-interface for your messed up mind._

That... actually made sense.

Cletus scoffed back, _I know I'm real. The rest of y'all are the hallucinations._

Peter turned his full attention on Whelan's memories and tried to pull what happened next from him, but it all came as a jumble of abstract impressions and concepts. No words. Just a long string of things that made no sense but seemed to somehow be computer related. Command interpreters. Memetic packages. Write only permissions.

Peter winced and the next clear image was one of Whelan running down their street.

_- His body was falling apart; chunks of flesh were sloughing off, splattering on the asphalt behind him as he ran down the Forest Hills street._

_It was going completely wrong. _

_Memetic identity package wouldn't take properly. _

_Rebuild impossible. _

_Run._

_Not enough untainted neural tissue left. _

_Interpreter couldn't initialize._

_Not enough time._

_Run._

_Sufficiently close genetic match will stabilize. _

_Rebuild. _

_Run._

_Best guess. _

_Memetic identity unsalvageable._

_Memetic package node cleared. _

_Match available._

_Rebuild._

_Run._

_Best guess. _

_Identity indeterminate._

_Newself._

_It should have been stronger than this. _

_Stronger than Drew_

_Run. _

_Stron- crying. Stop that._

_Run!_

_Tears? Why tears? No tears. Oldself was dead by now. _

_Everything left to build a faulty escape._

_Shut up. _

_Be strong. _

_Stop her. _

_Run._

_Stronger than tears-_

Ed Whelan's memories tore apart, shredded almost beyond recognition. Fragments floated through Peter's perception, but nothing else came across clearly enough to be of any use.

Peter leaned heavily against the slab his mother lay on, uncertain about what any of that meant. His mother had done something to Ed Whelan. But it had gone wrong. Ed Whelan who'd already been infected and serving Jessica Drew. Jessica Drew, who his mother had somehow been keeping trapped the whole time that she had been locked away in a five year coma. The same coma she was in because of Jessica Drew.

It all started with Jessica Drew. It all kept coming back to her somehow. The chain of events that left him an orphan. The set of events that killed Uncle Ben.

He pinched the bridge of his nose as he felt the headache beginning to pound.

Every new answer brought fresh questions.

... and apparently the voice that had been telling him to be stronger than tears hadn't been his own, but rather whatever had made Ed Whelan run in the first place. Something his mother had put there. Something that had broken down and sent what had once been Ed Whelan into their lives.

He turned around and leaned over his mother's corpse. Years asleep had made her gaunt. Ed's memories made that seem familiar, but his own last memory of her... his last true memory of her, was hugging her before she left for work.

Happy. Loving. Alive. Standing next to his father. Laughing at some joke Peter hadn't understood and couldn't even remember anymore.

Now this would be his last memory of her. Dead on a slab in a room full of deformed corpses.

He shook his head. He shouldn't have come here. He knew better now. Maybe the answers, whatever they were weren't worth it.

He could only keep indulging his curiosity so much.

He took another deep breath, trying to center himself. He should just go back to Queens. Just like he'd told himself he needed to do.

He just needed to smuggle MJ, Gwen, Aunt May and Anna out. If Hank's plan to get attention turned towards Manhattan worked then that would pull more Thunderbolts troops and the marines away from Queens, making it that much easier to get them out.

So. Priorities. The answers could wait. Every new one had just given him nothing more than more questions. He was tired of it.

His stomach churned as another thought occurred to him. He couldn't leave her here. She'd been through enough indignities. He couldn't leave her body for Hank to consume.

_Except you can't bring her with you either_, his voice drawled.

_Y'know, if you don't want Hanky-poo to eat her, you only have one choice, right? _Cletus urged.

Peter shuddered as he realized exactly what Cletus meant. His stomach roiled and once again, he could no longer tell if it was in disgust or in anticipation.

He froze, staring at her. Torn.

_You really want her to feed that jackass? _Cletus asked. _Get her tossed into whatever sewer intake pipe he's got and left to rot til he can tear her apart with his tendrils? She's dead. She's been dead for days, so y'ain't gotta worry 'bout mommy takin' up residence in your head, but if anyone ought to eat her, it oughta be someone who loves her, right?_

Pete recoiled from Cletus's twisted logic, and yet... what else was he going to do? Even if he just smuggled her out, left her somewhere as a Jane Doe, he had little doubt that Hank could find her. Strings could be pulled.

She's already dead. It... wouldn't matter to her, right? Peter asked himself. But it matters to me.

Donna whispered, _Think of it as keeping her with you._

That thought didn't help. At all. But... he'd consumed corpses already. This was just one more, right?

Except if he started thinking like that, then how did it make him any better than Hank?

He shook his head. This would be it. The last monstrous, inhuman thing. Then he'd go back. Walk away from all of this. Get everyone out and just... stop. Be a normal person again. Or at least pretend to be one.

He closed his eyes and reached his hand out to his mother's body. The flesh on his forearm unfolded into feeding tendrils and it finished faster than he expected.

He reopened his eyes and a shudder passed up his arm into the rest of his body. Almost as though he felt his flesh settling in better onto his bones. He blinked it away, glancing briefly down at the now empty slab before he turned to leave.

_Danger._ The Hunter barked in his mind.

He caught it then. A thin thready scent, all but buried beneath all the other more urgent ones.

Lilacs and waffles. Not MJ's vibrance... the scent seemed to overpower everything else despite coming from a distance. Delicious, wicked, heady, and strangely homey.

Dangerous for its seeming innocence.

That was Jessica Drew's scent.

She was near.

The more he concentrated on the scent, the stronger it became, seeking to overwhelm him. He caught other scents with hers.

Gunpowder and slick rubber. The Thunderbolts were here as well.

He was going to walk away.

That was the idea, wasn't it?

This wasn't his problem. He was here because he'd been tricked by an entirely too clever building.

It wasn't his responsibility to deal with Jessica Drew.

The Thunderbolts were the professionals.

They could deal with her.

He would leave.

Except he found himself slamming open the door and running towards the scents.

Towards.

Dammit.

This would be the last thing.

The one last item to be dealt with and he could walk away, he told himself furiously as he ran through the empty corridors.

This would be it. No more. He would help the Thunderbolts take her down. He would escape and he would never have to see another infected.

_You keep telling yourself this and yet we still keep running towards trouble. _Cletus drawled.

Donna whispered, _Makes you wonder if Pym knew you'd react like this and he planned all of it to make us deal with Jessica._

Peter really didn't want to think about that possibility.

- - - 


	40. Chapter 40

- - -

The scents led him to another set of double doors, also locked with a digital keypad.

On a whim, he keyed in the same code he'd used for the cold-storage room and the door opened with a click, revealing another set of double doors beyond. Airlock set-up, Peter noted to himself. Same as the Bellevue facility.

The same code unlocked the second set of doors.

He frowned at that. Either security was appallingly lax and all the doors opened to the same code... or Hank had given him some sort of general code that was good for all the doors... _Or,_ his mind drawled, _He expected you to go out this way and made sure you'd be able to go right on through._

That last thought was even more troubling and aggravating. Maybe the Hive had had good intentions. Of a sort. But what he'd done so far hadn't made Peter any more inclined to trust him. On some cold, detached logical level Peter could understand perfectly, but at a more knee-jerk emotional level, it just made him dislike Hank all the more.

He stepped through the second set of double doors and found himself no longer in the sterile, institutional green corridors in the bowels of Gentek.

Bowels actually seemed a very appropriate word.

The sewer reek through the doors smashed into him like a hammer-blow. A solid wall of stench that was impossible to shut out. Threading through it, Jessica and the rubber and violence scents that followed the Thunderbolts around were also heavily present. They felt close by.

The area through the doors was a huge, open space. It didn't have the feel of being closed in or underground, even though it clearly still was.

He was on a catwalk, suspended ten feet above vast cylindrical reservoirs of what he was certain was reeking raw sewage. The liquid was a thick greenish black ooze that had strange white foam and other less identifiable and even more unsavory things floating in it. The walls of the reservoir, rising just a few feet above the level of the sewage was thickly coated with the bloody rust and black of the viral matting material. There was a strange sheen to the material, as though it were even slimier than normal. Here and there, Peter's enhanced vision could pick out streaks of algal green where whatever it was seemed to be growing on the fleshy material.

The material seemed to pulse and swell in time to some unheard heartbeat, churning and aerating the bubbling mass of sewage. Not incidentally throwing up a reeking spray of material that almost splashed to the level of the catwalk, but did a fine job of making sure the smell lingered in the air.

The walls of the rest of the open chamber looked odd. There was no disguising that this was part of a Hive. The viral matting hung thick on the walls, but there were areas where Peter could pick out large, jagged white structures poking through the material. He frowned at that. Either the whole place had been roughly carved out of the local bedrock, which given the reservoirs below didn't seem likely... or there were massive and irregular bones underneath the fleshy material.

The more he thought about it, the more likely the 'bones' explanation made sense. Hives probably did have their own internal structures even if the ones he'd seen so far tended to rely on buildings to hold them up. Hank was old for a Hive. He must have developed in ways Peter couldn't even imagine.

Here and there, he could spot naked infected clinging to the walls of the reservoirs. They all sported over-long arms that reached out with clawed hands to pull detritus from the churning sewage. Their feet sank into the viral matting, holding them in place as they leaned out to scoop up the things mixed in with the muck.

None were close enough for Peter to see more than glimpses of the muck-encrusted infectees, but even that was enough to show him that their eyes were blank and dead as they carried out their tasks.

The catwalk extended all the way across the massive high-ceilinged chamber. It opened up to another corridor, but it had been done in raw, unfinished brick and strung with viral matting. Peter guessed that the roughness of the brickwork had been intentional. It gave the rust-brown fleshy material better purchase.

He walked on through, following the scent of Jessica and the Thunderbolts. The sewer smell abated somewhat, but not by much. There simply was no disguising the scent from the open sewage reservoirs.

Peter supposed those were Hank's stomachs. He was also certain that it would have been the final fate of the other bodies.

_Ain't you glad you saved your Ma from that? _Cletus asked.

He shuddered, trying to wall off that thought. It made sense though. Leaving Hydra lying around, no matter how inert it might have been would've been a potential disaster. From a cold, logical perspective it made perfect sense to feed them to Hank. The potential biohazard was rendered into a resource and it prevented surprises like the Vulture that had spontaneously revived itself.

Peter had been doing it himself. It was the sure-fire way to ensure that infected stayed down. Eating them prevented them from coming back.

Logic.

Of course, the logic and rationality behind the decision didn't keep Peter's self-loathing and disgust at bay. It hadn't all been about keeping the infectees down. It hadn't simply been pure logic. The hunger had gnawed at him. The insidious need to feed on other infected that he'd kept clamped down entirely by sheer willpower made it impossible to lie to himself. Doing that... consuming other infected as a way to keep them down was an excuse.

It was a valid one, but at the end of the day, it was just a way for him to justify consuming biomass. Consuming infected. Consuming victims. He wondered how long he'd be able to keep that up. He'd been doing his best to ignore those questions, but it had been getting harder. It was just so... easy... to simply take them into himself. If they were dead, even more so. Less guilt. They were already dead anyway. They weren't using their bodies anymore.

At that point they weren't people. Just... underdone meat.

He had needed them to heal himself. To top off his reserves. He shook his head realizing with a start that perhaps Hank's point of view was starting to make more sense to him. He had to wonder how long he could keep going and still consider himself human.

He had to wonder if Hank still considered himself human.

The faint gunfire snapped him out of his introspection and he heard the Hunter bark inside his head, _Focus._

He took off at a run then, passing through the rust matted corridors. He tried not to pay too much attention to how closely the corridor resembled what would could see from a colonoscopy. He could also imagine that the smell was probably comparable.

Sometimes a good imagination and access to the internet were detrimental to one's peace of mind.

It didn't help that there were no longer any fluorescent lights, but the walls were shot through with thick threads of glowing red that lit everything in dim, bloody shades. The glow was the same as what he'd seen in the eyes of other infected. The same red threads he'd seen on the bodies of the Rhino or the haze surrounding the Vulture.

He passed through a multitude of branching corridors, none of which were set at the expected right angles, but seemed to divide in gentler, much more organic angles. The map Hank had provided for his phone were completely useless. None of these corridors showed up. They were also deep enough underground that he couldn't get a GPS signal.

He was on his own.

At various junctions he could see rings of what could only be described as muscles lining floor, walls and ceiling. In a few cases, he could see into some corridors where they seemed closed off by a wall of that same muscle.

_Sphincters. That sewage has to go through something to get into and out of those vats, _his mind drawled. He was certain that he truly was in the bowels of the Gentek building.

Literally.

The sounds of gunfire grew louder and soon he could make out screaming and shouting as well. It grew louder and louder until Peter finally burst past a half-closed sphincter into a massive organic looking chamber. All around and at various levels, other half-opened sphincters studded the fleshy, rust-colored walls.

In the far end of the room, his eyes sharpened into focus and he could see one particular opening that had unlit brickwork beyond. The actual sewers, he realized. There was sewer water trickling past the opening, creating a large puddle of greenish-brown around the entrance. That, however, was less important than the veritable swarm of infected that had clustered around the opening.

The infected were attacking another tunnel, where the gunfire was coming from. Small clusters would rush forward, Peter could make out one or more Hunters hidden in screens of surging Trackers and half-transformed infected. Whatever weapons were being used would blow through several of the regular-sized infected easily. Once a clear line of fire opened up, Hunter heads would explode.

But it was a slow process and whoever the infected were fighting- _obviously the Thunderbolts_- Peter told himself, they were losing ground. Every moment, the Hunters were ranging closer and closer. Even as more bodies fell, those that did survive inched towards the still open corridor.

He also saw that the viral matting on the floor released feeding tendrils to absorb the dead and wounded infected almost as fast as they fell.

Peter moved cautiously out of his own corridor, staying well away and trying to see more. He circled the chamber, sticking close to the viral matter walls.

Jessica's heady scent was thick in the air and he could almost feel it clawing at his consciousness. Wanting to make him relax. It worked on him, promising calm and sweetness and rest.

Hank's own aggressively aged scent seemed to be fighting it. Urging anger. Demanding action, not obedience.

He pinpointed the source of Jessica's scent as being strongest from the sewer opening, but it suffused the chamber.

He focused as much of his sense of smell as he could on the sewer smell. It was terrible, but it cut through both scents and seemed a much safer bet.

He finally got to a spot where he could see into the corridor where the shots were coming from and found the Thunderbolts team pushed well back into the corridor, almost to a corner. Despite the anonymous nature of their uniforms, Peter was able to identify some of the men slowly pulling away from the crowd of infected.

Several of the Thunderbolts were sporting riot shields. He noted a few in particular that had a slot along the top that was being used by two of the Thunderbolts as a stand for their massive rifles. One of those was definitely Barton.

A bit closer to the infected, Talbot was using a shotgun to clear a path for Barton's shots.

There was a confusion of yellow as more of the Thunderbolts slowly walked backwards, continuing to inch away from the approaching infected.

In the forefront, almost among the infected already was Captain Bradley. He had a riot shield in one hand and some sort of massive hand canon that Peter was certain would have been immense in his hand, but seemed a perfect fit for the large man. A Hunter leaped at him and he barely brought the shield up in time to prevent a claw-swipe from gutting him.

Before Peter's reflexes could kick in to send him over there to help and before the Hunter could pull back for another try, Bradley had already slammed the barrel of his weapon into it's face and pulled the trigger. Whatever ammunition they were using seemed to be particularly effective, since the Hunter's head disintegrated.

Over the din of gunfire and infected growls and screams, one of the Thunderbolts suddenly called out, "Ready!" Peter recognized Schultz's voice as the man dashed away from the entrance to the corridor. He also recognized Petruski on the man's heels.

Bradley turned, preparing to move after them.

Something suddenly shot out of the milling mass of infected, almost too fast to be seen. Bradley sensed it at the last moment and turned, holding his shield back up to block whatever it was. It smashed into his shield, knocking him entirely off his feet, sending him backwards into an even larger man who had been using a shotgun.

The larger man caught Bradley, keeping him upright, but there was now something stuck to his shield. Peter could just barely make out some sort of bulbous mass with a massive blade struck right through the shield and only narrowly missing Bradley's forearm.

The mass was connected by a fibrous, organic cable that stretched back into the crowd of infected and Peter could see it writhing, trying to wrestle free of the shield and attack Bradley once more. Captain Bradley ripped the shield off his arm and threw it back into the crowd, sending another shot of his hand cannon into the fleshy bulb that still clung to the shield.

The cable of flesh attached to it seemed to be writhing in confusion as the resistance it had been fighting against suddenly disappeared.

"Parker." Jessica's voice suddenly rang out from seemingly all around them and the infected suddenly stopped moving and turned to look at Peter.

_Oh, fun_. Cletus drawled. Peter couldn't tell if his tone had been sarcastic or enthusiastic.

Peter noticed that Captain Bradley had also turned and spotted him, but he and the Thunderbolts seemed happy to use the distraction his appearance bought them. Bradley and the man who'd caught him ran deeper into the corridor just as explosives collapsed it behind them crushing a handful of infected and a few Hunters.

The concussion from the explosion rocked Peter back on his heels slightly, but his body automatically surged his mass to hold him still against it.

The milling infected parted before the sewer entrance and something slowly stalked through, filling almost the entire opening.

It was a Rhino-form infected. Or at least was very similar to one with a few changes. It ducked down to pass into the chamber where Peter could actually see it in full.

Jessica, sat on its left shoulder, looking as gorgeous and as sweetly curved as ever. She still wore the sheet she'd had from their initial meeting, but now, it had been artfully draped over her luscious form toga style and knotted over her left shoulder. She had her right hand on the Rhino's horn, which had been strangely twisted and shrunk down until it resembled a contoured ergonomic handhold rather than the weapon it should have been. There was a mass of calloused, gray flesh rising up around the Rhino's left shoulder that had transformed it into something resembling a cross between an armored paldron, a saddle and a throne. Jessica's legs were bent demurely, down the front of the Rhino's chest, but where her feet should have been pressed into the Rhino's massive pectoral, was a blob of pulsing viral matting that seemed to have merged her at the ankles to the Rhino, with the thick spiderweb of fleshy threads spread almost up to her knees. It made her seem to be wearing some very strange boots.

Her long black hair fell down her back and her eyes glowed fierce red. In contrast, the Rhino she was riding on seemed to have no eyes. Where they should have been, was a blank expanse of the thick, dead-gray skin.

_Possible point of attack, gone_. The Hunter noted bitterly.

_I got a point of attack I'd like to use_, Cletus leered.

Peter himself was trying to force his panic down. The mob of infected surrounding Jessica weren't acting like any other group that he'd encountered so far. All of those had pretty much been literal mobs. Those had been disorganized and acting more or less individually. Any cooperative action had mostly been acheived in only a vague sort of way. Even the Hive organized infected around Sandoval's deli had been an unruly, screaming mess.

This wasn't.

The infected surrounding Jessica were silent. Every single eye was on him and it felt like they regarded him with far more interest than he was comfortable with. _Any interest was probably going to be distinctly uncomfortable in the long run_, he drawled to himself.

Here and there he could pick out a few infected who were obviously street people. Homeless. They still had shreds of their clothes on. Others were in uniforms that resembled subway workers.

There were also the rats. The same staring, too-intelligent red-eyed rats he'd seen in Bellevue. They were standing on people's shoulders. Or on their heads. There were a lot more of them than Peter expected.

More disturbingly, were a handful that were dressed in Gentek security and maintenance uniforms. Some of Hank's lost infected, Peter guessed. Hank had told him he suspected she could take control away from him, but seeing them integrated so well among her other infected just drove the point home further.

There were over two hundred infected in the mob. Most were the half-turned Trackers that had the worst of both worlds, but there were at least twenty Hunters. He had no idea if she had even more reserves just inside the sewer. He'd gained a bit in terms of strength and skill since he'd last encountered Jessica, but the Hunter in his head insisted that the odds were terrible.

_Duh, _Donna interjected. _We should run._

To where? There were so many of them... worse, he'd gotten turned around more than once. Peter suspected he wouldn't be able to find his way back to that entrance he'd used.

_Away is important_, Donna insisted. _To will take care of itself._

He took a single backwards step, not breaking eye contact with Jessica.

_We could take 'em, y'know._ Cletus drawled. _We start mowing them down and eat them as they come... the longer the fight gets the stronger we'll get. Can't lose._

Jessica smiled. ."You are Parker, aren't you?" She asked again, her voice still softly husky and sweet and somehow managing to carry despite the fact that they were over fifty feet apart. "Just not the one I know."

Talking was good too, Peter decided. "Er... yes. Parker. That's me. Hi." He said awkwardly.

"You're her son, Peter?" She asked, but continued before he could reply. "I think I should probably apologize. When we first met I'd just woken up and I'm not much of a morning person."

"Oh. You don't say..." Peter replied, a frozen rictus of a grin on his face.

She nodded, which sent interesting movements all across her body. "Mm-hmm," She drew the syllables out and made them sound almost inviting. "We obviously got off on the wrong foot. Do you mind if we started over?"

"Yeah, I'm sure you can see how sending five Hunters after someone and telling them to make it messy might make for a bad first impression." Peter replied sarcastically, his mouth had finally worked itself past the fear and right into frustrated anger.

She laughed. Throaty and rich and it sent a shiver down Peter's spine how... enticing she was. The situation could not possibly have been stranger but he could almost swear she was flirting with him.

_She is_, Donna whispered. _You can't tell?_

Peter fought down the frustration at that, pointedly replying in his mind that it was not a situation he'd encountered before.

_Sure you have, _Cletus chimed in. _Your crazy redhead's all over you._

Jessica spoke once more, interrupting Peter's internal dialogue. "You're funny. I'm Jessica Drew."

"I know." Peter said, still looking for some sort of escape. Keeping the conversation, such as it was, moving along hopefully bought him more time. For what, he wasn't sure.

She continued, gesturing towards him with a free hand. "And you're Peter Parker."

"How do you know my name?" Peter blurted, with growing apprehension. He realized belatedly that she shouldn't have known his name. He couldn't think of how she would have known.

"Uncle Hank's messenger told me to expect you." Jessica replied, as she reached up and brushed a lock of hair over her ear. At the same time, the Rhino she was riding reached down to pet the head of one of the infected standing next to her.

Peter stared, recognizing the 'messenger'. He'd lost his lab coat and most of his shirt, but even their brief meeting had been memorable enough for Peter to have no problem at all identifying him.

The dry, flaking skin on his face continued down the exposed portions of his chest and onto the very real, very strangely muscled right arm he sported. That arm was misshapen, with a massively distorted upper arm bent unnaturally and stretched the entire thing almost down to his knees. The forearm bulged grotesquely and Peter could see tiny, stubby little fingers stuck onto that bulbous mass almost as an afterthought. That was what had twitched under the man's lab coat earlier, Peter realized with some relief.

Doctor Kurt Connors smiled at Peter. The flat, dead expression was gone. His eyes glittered with malicious glee now. His artificial arm was slung around his neck, twitching and flexing. It hung on by straps that looked like they normally would have gone across his chest and shoulders, but now dangled down the front of his chest like a bizarre tie, still connected by a few wires embedded into the shoulder of his over-sized arm.

Peter growled, "What are you doing here?!"

Connors blinked, a bifurcated tongue flicked out between dry smiling lips before he replied. "Pym needed a guinea pig. I was nominated. It appears your resistance isn't purely based on your strain."

Peter blinked and took another deep breath. He'd had to wander somewhat trying to pinpoint the source of the scents. Connors probably took some direct route. More of Hank's manipulation. Connors was clearly infected, but did still have his own mind after a fashion.

Hydra didn't last long outside a human body... obviously the only way Hank could preserve it was in someone else. Why hadn't he seen that coming? Hank had used the Connors to see if Peter's blood would grant resistance to Jessica. The answer, given how the Rhino continued to pet the clearly satisfied Connors' was obviously 'no'. The man still seemed rational. Which was a surprise. Except he was ensnared in Jessica's allure. Which wasn't.

Jessica shrugged, the quiet innocence on her expression belied by her glowing red eyes. "I don't know anything about that. Mr. Connors is my friend now."

"So I see." Peter said dryly. The majority of the infected in the area were standing perfectly still, but he noticed a handful were quietly making their way towards the other openings in the chamber. Cutting him off from those potential escape routes. He wasn't the only one stalling for time, he realized.

"Uncle Hank has a lot of friends. I never really got to make any friends when I was sick," She smiled brightly and gestured to the infected around her. "But I'm better now and everyone wants to be my friend." She paused and added, "Eventually."

She'd been bad enough when she'd first woken beneath Bellevue. Now Peter could feel his flesh crawl at her nonchalant cheerfulness at referring to the crowd of clearly controlled mindless infected surrounding her as her 'friends'.

She licked her seemed like a subconscious gesture. Perhaps nothing meant by it, but it just provided the wrong emphasis to her happy declarations. "We all love meeting new and interesting people."

Bizarrely the crowd of infected all nodded their heads in perfect synchronicity.

Peter's barely controlled revulsion threatened to give way to pure terror as he saw how things were likely to play out. Hank admitted that he wasn't immune to Jessica's allure. His blood wasn't going to help Hank at all on that score and he didn't have time to do much more with it and Jessica planned on... what? Hank had hundreds of infected inside him under his control. What would happen to New York if a fully mature, fully operational Hive with a large supply of biomass and a captive population of at least several hundred uninfected were suddenly turned over to Jessica's control? Call it a thousand or more infected in the heart of Manhattan, going from office building to office building.

Maybe even specifically sending out those of Hank's infected that could pass for normal. Meanwhile, except for Shield squad- _who are already on the run_- the Thunderbolts would be stuck dealing with the outbreak in Queens.

No one need even notice anything was wrong until it was too late.

Her gaze focused on Peter and he felt another wave of her allure slam into him with all the impact of a freight train. "That's what you are, really. Interesting. I suppose I didn't particularly like your mom..."

"I'll bet." Peter managed under his breath, grabbing on to the spike of irrational irritation that caused and using it to fan the waning anger from Hank's scent and... why was he so upset?

"... she kept telling me to sleep all the time and wouldn't let me go out on my own." Jessica continued, sticking her lower lip out and pouting. It would have been so much more endearing had she worn the expression under other circumstances. "Trying to act like she was my mom. Well, I showed her."

That brought up another flash of anger in Peter, but it was quickly smothered when she flashed him a gorgeously white smile that seemed to melt through what little resistance he managed to bring up, "But just because she and I didn't get along, doesn't mean we can't be friends, right?"

Peter's head felt fuzzy. Thoughts crawled, keeping him from conceptualizing exactly why it would've been a bad idea to become Jessica's friend. She just seemed... nice. It wouldn't be so bad, would it? And she was gorgeous, but had that air of someone who had no idea just how attractive they were... which ironically just heightened the allure.

Not that he cared. Right? But she just seemed so nice. It made sense to listen to her, right? He could do a few things for her. Like friends did for each other.

_I can think of a couple of things I'd like to do to her, _Cletus leered in his mind, the lustful tone cutting past his confusion. _All friendly like._

The images he pulled up in his mind had Peter suddenly recoil mentally. His stomach clenched and this time he was sure it was in disgust.

Donna made an annoyed noise that just seemed to help clear his head even more.

Peter shook his head. It hadn't been anywhere near this strong before. He'd resisted her easily. What was different now?

_She's not alone. _The Hunter barked sharply. _Some of the infected in that crowd are reinforcing her. You're getting hit harder than last time. If you pay attention you can pick out which ones smell like her. _

Peter caught sight of the ones the Hunter meant. They were distinct in comparison to the rest of the infected around them, they were all completely bald and sported swollen, oversized faces. Like victims of a bad allergic reaction. A red haze lingered around their heads, obscuring their features. It was a testament to how used Peter had gotten to strangeness and Hydra induced deformities that if the Hunter hadn't called attention to them he wouldn't have even noticed them.

_Becks, _The Hunter pointed out. _Beckoners. Beacons. Lures. All they can usually do is make people want to walk towards them. This is new to me._

Peter grit his teeth. The more he knew of her tricks, the easier it became to resist. It just pronounced the anger he felt even more. After a moment, he was finally able to grind out, "You killed my mom and my dad. You set things in motion that got my Uncle killed. You attacked my neighborhood. You infected and enslaved all these people and more! What makes you think we could ever be friends?!"

Her expression soured for a moment and Peter felt it stab into his heart, right past the anger. For a moment, he almost felt himself give in once more, but he stood his ground, feeling vaguely bolstered by the suddenly louder murmur of voices in the back of his head.

She shook her head and frowned, "I just want to be friends, Peter. I really do. You're strong like your mom. It's nice to have strong friends." She smiled once more, petting the top of the Rhino's massive head and gesturing with her free hand. "I have a lot of them. I'll introduce you. Then you'll see it won't be so bad if you joined me."

Peter had been so focused on Jessica that he'd almost missed Connors clenching the stubby little fingers of his oversized forearm. A wide, foot-long blade slid out of his wrist as he cocked the arm back. There almost wasn't enough time to register that, before the entire forearm, blade and all shot towards Peter, trailing a taut cable of flesh.

He barely threw himself aside to avoid it. The blade embedded itself on the floor of the chamber where Peter had been. He recognized it as whatever had attacked Bradley right before they left.

He was snapped out of his musing as he saw muscles begin to bunch at the base of the bulbous forearm. The cable of flesh was shot through with veins of brilliant red light, like the Rhino's body had been. Here and there he could pick out bones that resembled vertebra peeking through the thinly stretched skin and muscle. He traced it back and just barely had time to see Kurt Connors hurtling through the air, cackling, high and mad, being pulled forward at high speed on that length of flesh.

Even that seemed to be little more than a distraction as Hunters, each with their screen of infected, began to charge towards Peter as well, moving to flank him and cut him off from any chance of escape.

That was when the explosions started.

- - - 


	41. Chapter 41

- - -

Peter could hardly focus on the explosions. The rush of infected crowding around him effectively blinded him, filling his vision with nothing but screaming and shoving mutated infectees. He couldn't even begin to catalog the spectrum of deformities presented to him at a single glance. Some corner of his mind actually was trying to, but the lion's share of his attention was on simply fending them off and surviving.

They weren't the real danger. He was getting clawed at and bruised, but he'd been through enough fights with infected to know that the cannon fodder weren't going to be able to really do more than inconvenience him. The moment the crowd had closed in the material of his 'clothes' had shifted to something that felt like a combination of the thick rubber Thunderbolts uniform with an overlay of Kevlar.

It felt heavy, but it was also thick enough most of the scratching and pawing did almost no damage.

The real danger was from... he cut the thought off as a blur of motion above him resolved into a Hunter's claws flashing down to tear at him. Hemmed in as he was and unable to even flex his legs to leap out of the way, he was forced to bring his arm up, blocking the blow with his forearm at the Hunter's wrist and just narrowly avoiding the razor edged claws. A shift of mass was all that kept the Hunter from simply brute forcing its way past his relatively puny arm. The powerful shock of impact ran down his arm and might have driven him to his knees, if the crowd hadn't been holding him in place.

There was hardly a pause before a second set of claws coming from another Hunter stabbed at him through the crowd towards his mid-section. He only just barely had time to slap it aside, not having enough time to brace to block the blow and certainly not wanting too. He managed to divert it just enough to avoid taking real damage, but even then those claws tore into the edge of his hoodie. The gash in the thick material, which was really part of him, was stitching itself back together with black and red tendrils, but it stung like a paper cut.

It was at that precise moment that he noticed the crowd of infected parting before him to reveal Connors, barely twenty feet away, his deformed arm cocked back. The blade protruding from his oversized wrist gleamed in the dull red light.

He'd been played. The two Hunters to keep him occupied; the infected to crowd him in and limit his mobility... and now Connors for the finishing blow. He was sort of sure that the blade probably wouldn't kill him. But it would hurt.

A lot.

_Don't just wait for it. Fight back_, the Hunter barked testily. _Make the Scorpion work for it._

_Can't leap up. Can't duck. Can't move in any direction._ Peter's voice drawled through his lack of options.

One way, Peter realized as Connors' arm began to glow red. He'd seen... or more precisely hadn't seen just how fast that blade was once fired. One moment it would be there, the next, embedded in its target.

There wasn't any time for anything fancy or tricky.

Peter twisted his wrist against the blocked Hunter's forearm. It was continuing to apply pressure, forcing him to keep the block and stay in place. That suited Peter just fine. His fingers blurred into claws and sank deep into the Hunter's forearm clamping through the muscle and getting a good grip on the bone. Once locked on, Peter twisted sharply at the waist, shifting mass to root himself even harder in place.

The sudden motion dragged the confused Hunter into an arc that swept through infected around them smashing through them and clearing a small space around Peter. That was a useful side effect, but the movement also forced the Hunter around in front of Peter just as Connors fired the blade on his arm.

With his vision blocked by the Hunter's chest, the only real indication that he'd successfully saved himself injury was when several inches of Connors' blade suddenly erupted from the Hunter's sternum. The Hunter made a pained bellow and its legs suddenly collapsed.

_That thing probably cut through its spine, _Cletus gleefully offered.

Peter had a moment to swallow nervously. He definitely did not want that anywhere near him.

The Hunter began shaking violently, despite its legs flopping uselessly underneath it, prompting more pained bellows as it used it's free hand to claw at the protruding blade in its chest. It coughed up blood, but the movements continued, finally ripping it free of Peter's grip, shredding its arm in the process, and sending it flying up thirty feet into the air.

It hung there for a long moment and Peter realized that it was dangling like a rag doll at the end of that cable of flesh that constituted Connors whip arm. The threads of red light running through it told Peter as clearly as anything else that the Pym particles were making a mockery of physics once more.

He caught a glance of Jessica and noticed that she had blown Connors a kiss. Connors smile widened. The action just seemed so incongruous that he almost missed what happened next.

The Hunter at the end of Connors' Scorpion blade exploded into a mass of black and red tendrils. Peter grit his teeth. Connors had the same feeding capabilities he did. That made sense given that he'd had Peter's blood.

_No_, his own voice drawled, calling his attention back to the disintegrating Hunter. The black and red tendrils flowed down Connors' deformed arm; building up thick muscles and more bone as the material broke down to augment his already oversized limb. _The Hunter's being broken down for parts, but he's not consuming it. There are no feeding tendrils from him. He didn't feed himself. Jessica fed the Hunter to him._

That sounded right to Peter, but at the same time, he had no idea how that would help him. Or the distinction really mattered.

As he'd watched and realized that Connors' arm was now bigger than he was and the already large blade had swelled to truly absurd proportions, the crowd of infected had closed in around him once more. The tiny bit of room he'd cleared was gone.

Hunter's claws flashed out from the crowd, the infected blocking his view moved out of the way just a fraction of a second before each blow arrived. The stir of motion actually helped him. Peter found himself shifting and moving in time with the crowd, just narrowly avoiding each attack.

He almost fell into a rhythm, finding the movements around him, when they once again caught him off guard, when almost the entire crowd surrounding him ducked down in unison. As they did, hands locked on his legs, the closest infected to him forcing him to stay standing.

Having his line of sight completely unobstructed for the first time since the fight began allowed him to notice that several of the tunnel entrances closest to Jessica's position were all collapsed now. The explosions, he realized, must have been to close them off.

There wasn't quite as much time to gawk as he would have liked because in that moment, he also spotted why the Walkers had all ducked.

Connors was still smiling widely as Peter realized he was whipping his arm around horizontally. The red lines were blazing in the twisted cable of flesh and the man-sized blade at the end of it was arcing towards him at absurd speeds, edge first.

In the fraction of a second between spotting the approaching blade and its impact, Peter had already run the numbers through his head. Even using the entire mass of that absorbed Hunter as the bare minimum for the blade given the speed it was travelling and assuming all that force was concentrated on the keen razor edge of the blade... even if he shifted to full mass and shifted to his skin to something like the Rhino's being cut in half was high on the list of possible results. He wasn't eager to see if he could survive that level of damage.

Meeting the blade head on would have been the Rhino solution to the problem... that would pretty much have been the first instinct of any of the infected. Always straight down the middle. Peter couldn't afford to think that way.

Black and red tendrils fluttered across his body as he thickened his skin to the example of the gray Rhino hide. Even if it worked, it was probably going to hurt. He crossed his arms in front of himself, his fingers shifting to claws preparing to block the blow... then flared heat.

The blade struck against his claws, throwing up glowing red sparks from the impact. He could feel the bone blades crack and splinter under the impact, but the clash of blades saved him from worse. The momentum of the blow smashed into his forearms, up his shoulders and had he been braced against the blow by his full mass, probably would've just torn through the block and into his torso anyway.

Which made him extremely glad that he had instead chosen to flare his weight down to near nothing instead.

The momentum of the massive whip arm tore him free from the spot where he'd been, carrying him away from the densest crowd of infected Walkers. Peter could feel the mass within the bulbous flesh just behind the blade adjusting and clashing against his own in that moment of contact. The whip-arm lashed to a half-circle arc with Peter stuck to it before either Connors or Jessica fully registered what had happened.

The moment of surprise was all Peter needed to move. The Hunter was right, Jessica had been calling the shots the entire fight. He needed to get out of a situation that kept them in control of the battlefield and into one where he could have the advantage.

To do that, he needed some room to breathe. Room to think.

He shoved hard, shifting heat within his body internally to launch himself off of the swinging blade. The blade's own arc coupled with his leap send him shooting off. Unfortunately, he'd been spinning around so fast he wasn't entirely sure where he had hurled himself.

His luck held true to form as he realized absurdly that he'd sent himself further away from the open tunnel that he'd come in through. His arcing flight was sending him towards the collapsed tunnel that the Thunderbolts had retreated into.

He rolled back to his feet as he landed. He was grateful that the area was mostly clear of infected. Mostly because the crowds that had been here, had been the same ones that had been hemming him in at his previous spot.

Unfortunately, they were also surging back towards him and he had no easy exit.

Worse still, Jessica was now much closer. She still smiled sweetly at him, her scent impossible to ignore at that distance. He vaguely noticed that the Rhino she was riding? Fused with? Seemed to be cracking its knuckles.

He was close enough that a determined charge would probably be enough to put him into the wall behind him.

Not to mention the honor guard of six Hunters that Jessica had kept near her had all ducked down preparing their own charges.

He blinked as he realized that they weren't ducking down to charge.

Peter dove to one side as the immense blade seemed to appear suddenly embedded into the stones of the collapsed tunnel behind him.

He sprawled for a moment, staring at the blade and realized absurdly that something was digging into his back. He glanced down to find that he'd landed on the riot shield Captain Bradley had been using earlier.

There was a small wave of motion down the length of the trailing cable of flesh and the blade abruptly tore free of the stone and viral matting, drawn back to the Scorpion. Peter couldn't even see him through the crowd of approaching infected, but realized that as long as any of the infected could see him, then Connors probably had line of sight.

He wasn't any less cornered in this spot than he'd been where he was previously.

While the blade pulled away, the first of the Hunters leaped for him.

Peter moved aside, his fingers hurt when he'd shifted them back from being claws. The blow from the blade probably did more damage than he'd realized. Unfortunately, no one was giving him a moment to recover. His pained fingers brushed the edge of the damaged riot shield.

_Tool using animal, remember? _His voice drawled at him.

The Hunter stood where he'd been and was turning to orient on him when Peter smashed the edge of the shield into its head with his full mass-shifted strength. The blunt edge bit into the back of its head, driving the blow deep enough to sever the top of its spinal cord, causing it to collapse into a twitching heap at his feet.

A second Hunter moved, charging at him and this time he whirled, spinning the face of the shield around to smash into the Hunter's torso in an arc that ended up smashing it into the rough, viral matting coated wall behind him. It embedded, its chest collapsed into itself. Peter could see it fighting to pull itself free, but it would take it a moment.

He didn't have any time to admire his handiwork as the leading edge of the walkers came within reach.

_Wall!_ The Hunter barked.

Maybe his situation now wasn't as bad as it was earlier, Peter thought hurriedly as he understood exactly what the Hunter meant.

Walkers... were walkers. They weren't wall walkers.

Still clinging to the shield, he ran up the wall, leaving the infected crowd below him.

Running up the viral matting felt strange. It was... welcoming. It was much easier to travel on than steel or concrete were. He could practically feel his feet sinking into the material where it would hold him in place until he was ready to take his next step.

He got about eighty feet up the wall before he looked down. The Walkers were stuck at the base of the wall, all looking up at him. A few Hunters were clawing their way up the sheer wall after him, but none of them were quite as fast as he was.

Jessica continued to look faintly amused. Her seat on the Rhino's shoulder was high enough that none of the Walkers ever really came too close to her. His new vantage and the breather let him take stock.

He could fight them. Everything in the chamber. He could probably even take a respectable number of them down with him if he really cut loose, but sooner or later numbers would tell and he would lose. The Hunter assessed his odds clinically and dispassionately and simply getting out of their immediate reach was only a start. He had to get away from them. He couldn't win given the circumstances and there was no reason for him to keep fighting. So... the plan would be to cut and run.

Except that he had stupidly managed to get himself to the side of the chamber where the only unblocked exits out of the room involved going through the crowd of infected below. He was fairly certain he could glide over them, but he was a clumsy flier at best. He wallowed through the air with the grace of a falling rock. Generally not a problem when all he needed to do was cover the distance, but Connors' whip arm made that proposition completely unworkable.

Thinking of Connors made him focus on the man. Peter made a frustrated noise in the back of his throat as he realized that even the brief pause in his movement had been enough for the Scorpion to take aim.

The viral matting's cooperation worked against him now, preventing his feet from being released fast enough to leap out of the way, he noted the tendrils melding into his legs from the material. He raised the shield desperately, bracing it with both hands in anticipation of the impact.

The blade, huge as it was, only just barely penetrated the shield. It occurred to him that he was further away from Connors now. The blade didn't have quite the same penetrating power it had had closer up. Nevertheless, a foot of the blade had pierced the tough plastic material of the shield. He realized that if he didn't have the shield, it would have gone through his midsection.

The blade pulled smoothly out of the shield. Peter realized with dull surprise that the plastic had melded into his arm and the damage was sealing over with red and black tendrils. He leaned forward, peeling himself free of the viral matting and realized that his back had erupted into feeding tendrils, leaving bare rock behind him.

The brief respite had been enough to help him. His regenerative abilities gleefully absorbed the surrounding viral matting for biomass.

He began moving once more, running along the wall to circle the chamber. It had taken Connors a few seconds between the time Peter stopped and the time Connors had fired his blade. He had the timing now and he had an idea. Peter flexed his arm as he moved. The shield had helped, but he needed to move both arms unhindered and the shield was just too bulky. It blurred into black and red tendrils and collapsed into his arm. He stopped briefly and began counting seconds down.

At zero, Peter shifted to one side and he felt the wind blast past him as the blade narrowly missed, embedding into the wall behind him. That was what he'd been waiting for.

Before Connor could pull his blade back, Peter's fingers blurred to claws and he wrapped both arms around the massive, fleshy forearm that was almost as large as he was. He took a firm hold, sinking his claws into it then shifted heat within himself, using his full mass directed towards the wall to suddenly drive blade almost entirely into the stone. The tiny fingers, already all but lost in the immensity of the swollen forearm that supported the blade, were entirely crushed against the viral matting. The material erupted into tendrils to heal the damage, but that would just help keep the arm stuck.

The trailing cable of flesh rippled as it tried to pull free and a glance down showed the frustration clearly on the Scorpion's face.

Peter wasn't sure how long that would stay stuck, but he expected it to give him the opening he needed to make a run for it. Or at least an uninterrupted glide. He coiled his legs beneath him, preparing to leap away. There really was no advantage in lingering. Even the Hunters were within a minute of catching up to his position.

So it came as a surprise when he suddenly found himself slammed hard back against the wall. The air exploded out of his lungs from the impact and something like a vise caught at his throat, keeping him from pulling any more air in.

He wasn't even certain if he actually needed to breathe, but he wasn't prepared to risk stopping.

He felt muscles he wasn't even aware he had, and possibly didn't have before, tense in his neck and while the pressure remained, he could draw breath again.

His eyes fluttered back open to find the madly grinning face of Kurt Connors staring at him. Peter could feel a pressure and heat against his body, pinning him against the wall, keeping him immobilized. The lines in Connors whip arm glowed brilliant red, but the man also had one foot pressed into his neck, the other foot was sunk into the viral matting right next to Peter's head.

Red light leaked around the tops of the man's tightly laced leather shoes through his mismatched socks. Given that the forces involved in shooting out the immense blade and just moving the whip arm, Peter shouldn't have been surprised that the Scorpion strain also included modifications to anchor the infected using it. What he hadn't expected was that same anchoring mechanism being used offensively.

He realized what Connors had done. With his blade stuck to the wall, he'd pulled himself forward, at those same speeds he'd fired the blade with and managed to aim himself at Peter. He'd seen Connors use the trick before, so he really had no excuse for his carelessness in not considering the Scorpion would do it again.

Peter tried to shift or flare his weight to fight off the pressure radiating out from Connors' foot, but every attempt he made fizzled against the oppressive weight pressing relatively 'down' on him.

"Doctor Connors!" He spoke urgently. "You can fight her. You don't have to obey! If you've got some of my blood in you, maybe you can-"

Connors snarled back, "No. No more fighting. No more resisting. That's all Henry's voice kept telling me for years." The man's eyes blazed a fierce red and shifted to a mockery of Henry's computer generated monotone, "Fight it. Stop it. Don't give in."

Peter had to admit it was a good imitation.

Connors' voice dropped. "No. More. I am tired, Mr. Parker. So tired."

"But that-" Peter tried to reply back, but Connors cut him off once more, the foot pressing down harder. Peter felt himself sink deeper into the viral matting.

"My Queen just asks me to surrender." His voice dropped to a whisper. "She doesn't need me to fight the urges anymore. She simply keeps them away. She tells me what she needs done. No more fighting. No more struggling."

"We're still struggling!" Peter replied weakly, finding that he could now wiggle his fingers in the viral matting. It wasn't much, but it was a start.

"You don't have to." Connors said, his voice dropping to a more reasonable tone, but the smile on his face dropped somewhat. "I had five years of Henry Pym whispering in my mind telling me to be myself without actually telling me who that was. Now all I need to know is what she tells me to do." He reached his normal sized hand down to Peter, "You can have that too. No more fighting. No more struggling. No more questions."

"You're a slave, Doctor Connors." Peter rasped back. He was starting to be able to shift his arms once more. His body was adjusting to whatever was holding him, but he needed more time.

_We always need more time_, his own voice drawled cynically.

_Then keep talking_. Donna whispered.

"No." Connors replied. "This is pure freedom. Absolute freedom. I need never know uncertainty or doubt or insecurity again. My Queen loves me. I am her friend. Soon, you will be too."

"Pretty sure I'm immune." Peter replied cheekily, or as best as he could as Connors foot still ground against his throat. As he talked, his fingers were sunk deeper into the matting, but he could feel his tendrils unfold unseen and unaffected by the weight Connors was using to pin him to the wall.

"No, you're not. You were almost ready to give in. Once she gives you her kiss..." He drew the word out into a longing, sibilant hiss. "Nothing else will matter. We're sure of it."

"Um... tempting." Now that he wasn't focused on the fight and moving anymore, Jessica's scent slammed into him again. Mental images of how her lips would taste, how they would feel against him flittered through his head. He groaned as treacherous parts of his body reacted.

_You do realize she's older than your Aunt May, right? _Donna pointed out.

_And yet, she still looks like she's barely legal. _Cletus chortled, then paused and added, _Not that I'm suggestin' you do anythin' with her. Y'all know my stand on stickin' it into crazy. Let's not forget she's got Hydra... so I'm pretty sure she counts as diseased too._

Peter wasn't sure how one could glare when one lacked a face. Or eyes, but he was sure Donna was glaring at Cletus.

He forced himself to keep talking, his unfolded tendrils felt as though they were swimming through the viral matting, extending further than he'd ever managed before. Perhaps he simply hadn't tried. Or perhaps it was something in the viral matting that made it so malleable and cooperative. That was good because the rest of his body still couldn't move and he needed whatever advantages he could get.

To get them, he just had to keep stalling. "But I'm kind of in this... thing. I might possibly, kind of sort of have a girlfriend." Peter stammered on, finding himself blushing despite the dire situation. "It might be complicated."

Connors smile was back in full force. "You should introduce her to my Queen. You can be together forever."

Peter shook his head and ground out firmly, "It's not going to happen."

"I mean that literally. She's explained everything to us. She's going to usher in a world where everyone is a friend. A world where we will never need or want anything. Our bodies will be perfected, strengthened, made beautiful." The light in Connors eyes glowed, but there was something off about the wistful tone that the man had spoken in.

Peter felt more than actually saw that the Hunters had now surrounded them, clinging to the viral matting by their claws. Peter realized he wasn't the only one stalling. He shifted his eyes to one of the Hunters making the glance as pointed as he could.

"You will see reason soon enough, Mr. Parker." Connors said.

"You don't have to do this! You be yourself again!" Peter said his voice rising once more. He was almost out of time, but he was so close now. "We can get out of here. Maybe I give you a bigger dose-"

"Never, Mr. Parker," Connors snarled, bending down to lean in closer. "I'm not going back. Not to Henry's incessant yammering. Not to the emptiness. Certainly not to the gibbering imbecile Warren! I won't ever leave my Queen's service. As long some part of me survives, she will always be able to rebuild me. I will serve her forever." The fanaticism drained from his voice as he spoke and Peter could see unshed tears in the man's eyes. "The only way out would be to kill me."

Peter stared. That hadn't been a boast. That had been a plea.

The Hunters closed in.

Time was up.

Connors repeated in a flat, uninflected whisper, "You would have to kill me."

Unbidden, Cletus's drawl rose up past Peter's throat and replied wryly, "Y'all asked for it."

Connors began screaming.

Peter's blood was in Connors. That much was clear from the moment of first contact. It was... it was like what had happened when the Rhino had bitten his hand off. It had made absorption easier somehow. Now that Peter considered it, even the Vulture had taken a bite out of him before he had managed to put it down. The Scorpion had been injected with Peter's blood. The fight had been just the thing to get the blood pumping. Blood that had had a chance to spread all throughout his system.

In some way he couldn't quite define, Peter could feel it. Eager to rejoin him. Not just the blood by itself, but everything that came with it.

Everything.

The Hunters were confused by Connors' cries. The bulbous forearm that was crushed into the viral matting rippled suddenly and the muscles began tearing themselves free, the flesh unfolding in a blur of red and black as tendrils slid free, exploding out of the overstretched skin. The tendrils rippled up the forearm, the swelling collapsing down, the tendrils unfolding then folding themselves back down, compacting.

Peter shrugged his shoulder as Connors continued to scream. His arm ripped free of the viral matting it had been embedded in, but his hand remained enclosed in a knot of viral material. As his arm rippled, impossibly flexible, a strip of the viral matting tore itself free of the rock.

A ribbon of flesh stretching from the end of Peter's wrist to the rapidly collapsing bulb that had been the Scorpion's forearm. The man-sized blade that had been driven into the wall broke apart, some shards of razor sharp bone rained down on the Walkers below, but the rest folded themselves back into Peter's arm.

Connors foot slipped from Peter's neck then. The cable of flesh from his right arm, merging with the end of Peter's left arm. He reached up, clawing at his shoulder, trying to tear it free even as the feeding tendrils raced up its length.

Peter gave his shoulder another twitch, ripples of black and red tendrils blurred down from his torso, shifting the torn and jagged ribbon of viral matting into the same sort of flesh cable that formed the length of Connors' whip arm.

_As long as she's got a piece of him, she can rebuild him, _his voice drawled.

Peter didn't want him. He didn't want another death on his conscience nor another voice in his head, but he couldn't leave the man to Jessica's dubious mercies.

_Excuses again_, his voice drawled. But then he really couldn't stop what he was doing anymore. Struggle though he might, the feeding tendrils had already spread across Connors' torso and taken off half his face, stripping it down to bare bone.

He licked his lips. _Out of time again_. He wasn't sure how long he spent being assaulted by memories whenever he consumed an intelligent infected, but he couldn't afford to fall into a fugue in the circumstances he was in. Connors mind might have been badly damaged, but Peter was certain that it was intact enough to pose that danger.

He shifted his shoulder and brilliant red light blazed down the length of the newly formed cable of flesh. Connors legs were blurring into black and red tendrils, fusing together forming into a single blade.

Hunters rushed for him and for what still remained of the man's head that was unabsorbed. Peter's new whip-arm flashed into an arc, slapping three Hunters out of the air and smashing two more off the wall. The last managed to get close enough to avoid the whip, but that one had gotten careless enough for Peter to backhand away from him with the full strength of his still normal right arm.

_Run_. His Hunter prompted unnecessarily.

Peter launched himself from the wall, the trailing whip-arm contracted suddenly as he moved. He could feel something like vertebrae clicking together as the entire arm compressed back to almost its normal size. Or it would have, if Connors half consumed head and torso didn't still protrude from roughly where his elbow would have been.

He could feel the feeding tendrils reaching into the man's brain, taking it apart. The flashes of memory would be hitting at any moment, he could feel it. He couldn't afford for that to happen while he was still trapped with Jessica and her mob.

He shifted mass furiously to hurl himself down to the floor as close as he could to a still open tunnel. Except he found himself having to glide further and further as the surging crowd of infected followed him on the ground at a run, denying him any open spots to land in.

_Out of time, _his voice drawled faintly to him as he caught a glimpse of a _college biology class at NYU _in his mind.

Another explosion closed the nearest tunnel off, forcing Peter to bank to one side, forcing him to focus on the here and now and not on _prom thirty years ago_.

He could smell the fresh tang of spent explosives in the air. Rubber and violence of the Thunderbolts mingled with it. They were closing the exits off. Which made him wonder why Jessica hadn't already taken her mob into one of the still open exits... why was she lingering? He didn't have time to think about that. Or time to think about Jessica- _or Doris and Billy or how they left... why did that feel so hollow? So empty? _

_Move! _The Hunter barked, interrupting his reverie. It had caught sight of something approaching. He shifted his mass, awkwardly dodging aside in mid-air as something flailed past him, arcing through the air even more awkwardly than he did. Peter glanced down and realized that Jessica's Rhino was picking up a Walker and cocking its arm back to throw it at him.

He considered just landing and trying to fight his way through, but the Hunters he'd knocked down earlier had all recovered and were joined by their fellows. He couldn't. Not with his head filling up with Connors' life and memories- _his thesis defense-_

He cocked his arm back, what little was left of the Connors' head lolling on the end of greedy feeding tendrils.

Instinct and Peter's own head for numbers guided him. Heat surged down his arm and the bladed end launched itself through an open tunnel with a crack of displaced air. He had no idea where it would lead, but it would have to do. It would give him a chance to get away- _backing away from Jessica as she smiled and he could feel himself smiling back, right before Richard Parker opened fire on her-_

Peter growled and felt the blade impact solidly on the floor, mass shifting to the point of contact rooting him solidly even as the whip arm surged with heat and dragged him into the tunnel at speed, well ahead of even the fastest Hunter.

He released the blade from the matted floor, rolling back to his feet. He was prepared to sprint desperately in hopes of losing the mob, but he swayed unsteadily on the first step- _like when he'd been whipped around in the teacups at Disney on his honeymoon-_

His vision was graying out as the flashes of images surged harder, but he forced himself to keep trying to run, the head was gone from his arm. His arm was just that. An arm and... There was a muffled thump behind him and the opening to the chamber was gone.

The ring of muscle in the viral matting coating the tunnel he was in had irised shut and the material seemed to dry suddenly. Going from fleshy to calcified in the space of a few seconds, turning the whole mass into a plug of hardened bone. He could hear the mob slam into it, Hunters' claws skittering and clashing against the new wall. The scent from behind him still lingered, but stronger still was Hank's scent of aged rot... old Hydra.

He hoped it would hold. He had to get away.

_Running had to be accomplished._ An unfamiliar voice murmured.

Peter tried for another step, but he stumbled to his knees and memory rose up.

- - - 


	42. Chapter 42

- - -

_The voice was a smooth and resonant baritone. The cultured and polished voice wasn't a real one, but it was the one he heard in his head whenever the electronic ones sounded. "Remember, despite her biological or chronological age, Jessica has had no significant interaction with anyone since her fifteenth birthday. Not in any meaningful way. Emotionally and mentally she is still very much as she was when she was first infected. She has had no opportunity to grow or mature." _

_"And she also happens to be able to make anyone near her do anything she wants." It was impossible to avoid sarcasm when dealing with Henry sometimes. He made it so easy. _

_"Among other things," The voice said agreeably, "While her strain shares a few superficial similarities to a Beckoner, she is considerably stronger, faster and more resilient than her appearance would suggest. However, the true danger lies in her ability to control the Hydra. She can tailor the effects of infection to some degree-"_

_He cut the voice off before it could go fully into another lecture. "I know all of this. What I don't understand is why you are telling me all over again." _

_"Because it may prove useful to you, Curt." The voice was mild. Chiding. There was a small bit of engineered hurt in the tone that implied its owner didn't understand why he was being so difficult._

_He relented slightly as he replied, "You're sending me into the belly of the beast-"_

_"Ha. Ha." The voice said with teasingly sarcastic laughter._

_That was the last straw for him. "You know what I mean, you overgrown tumor." He said in what he wanted to be a snarl, but it came out just as flat and unaffected as anything else he could manage, "You're sending me down there hoping that the boy's blood is going to protect me. Why not Miles?"_

_"Your Gragan strain is rarer. It is one that developed naturally. Outside her influence. It is one she is not directly familiar with and will find you more interesting than Dr. Warren's half-completed Tracker transformation."_

_"You want her to control me."_

_"I want her to make an honest attempt." _

_"You're throwing me away."_

_"You are a more valuable resource." The voice said, soothing, "It ensures her attempt. You are a good friend to me, Curt, but you know that we have to stop her."_

_"We have no guarantee this is going to work. You're sending me down there to lose my mind." He responded softly._

_The voice continued to be mild, "If need be, yes. But I have every confidence."_

_"In what, I wonder?" He said sourly._

Peter gasped as he surfaced from the memory. It had been clearer and more vivid than any he'd experienced before short of Ed Whelan's memory of his mother. That had happened less than an hour ago. Right after he'd left Pym.

He knew he was on all fours, heaving and gasping. He tried to rise back to his feet, hoping that it was done, but the thought of his mother seemed to trigger another memory to rise.

_"Back off!" Parker roared, cradling the pistol in both hands. The gun roared and men and women who had been colleagues, co-workers, acquaintances... they all fell. There simply seemed to be more than there should have been. _

_The man had shot his intern. A pretty blonde whose name he couldn't even remember. She'd just gotten him a cup of coffee and now she was on the floor, twitching and shaking even as her legs deformed and lengthened. Her blood made abstract patterns on the tile from the gut shot she'd taken. _

_He could feel the fever overtaking him. He knew the man. The security chief. Mary's husband. He was out of bullets, but he hadn't stopped fighting. His body was changing as well. Thickening, His hair was falling out and his shoulders were beginning to tear open his uniform. His hands could no longer even hold the unloaded pistol._

_Dr. Parker was running past him, a syringe in one hand, shouting something that he couldn't make out._

_Chief Parker was trying to tell her to stay back, but it had come out as an incoherent roar. _

_He could still understand. He understood how it worked. How Hydra would unfold into a host of lethal, lesser virii that would multiply in his brain first, burning out his higher faculties. Searing through the capacity for abstract thought, for memory, for a sense of self... Then it would work on the rest of him. He could already feel an itching sensation in his arm. The bone in his bicep felt mushy and tender. _

_The fever raged. His body was burning hot. As though he were drying out like a piece of jerky. _

_He watched Chief Parker change, tearing entirely out of his clothes. A single Hunter-form. A dim part of him recognized how odd that was. Hunters generally attained their size from infusions of mass from a Hive. As a Hunter, Parker was smaller than the usual, but it didn't diminish his strength or ferocity one bit. _

_Nor did it seem to affect his impulse to protect his wife. The newly transformed Hunter, still wearing the tatters of his uniform leaped to Dr. Parker's side and batted away Dr. Warren as he moved closer._

_Warren always did have a crush on Mary. Curt always knew Richard Parker would deal with Warren if he tried anything. That just proved it._

_Mary hadn't changed at all. She was just as exposed as they were, but she still looked the same... granted the sudden ability to perform twenty foot leaps from a standing start and the blinding display of speed were probably new. _

_Chief Parker, the newly minted Hunter, held Jessica. She was awake. Why was she awake? How had she even made it to this floor? Dr. Parker was stabbing her with a syringe. Her eyes were fluttering. The light in those red glowing eyes dimmed. _

_She wasn't the only one going to sleep, Connors could tell. Dr. Parker was beginning to slump against her. The needle was still in Jessica's throat and even from this distance the spot of blood stood out in stark contrast against her pale, pale skin._

_His arm was drooping... he vaguely recognized the sensation of his hand slapping against his knee. He could also feel himself losing out... losing... so hard to focus... so hungry... but then came the voice. Smooth and cultured and polished._

_"No, Dr. Connors. Stay with us. Fight it. You need to fight it Curt."_

_"... Who are...?"_

_"It's Henry Pym, Curt. The voice of Ultron. Stay with us."_

_"Ultron's a machine-"_

_"No, I'm not. I need you to focus on my voice, Curt. You need to keep control."_

Peter came back to himself on his back staring up the barrel of a rifle.

Past the barrel was the bright yellow beekeeper mask of a Thunderbolt soldier. "Good morning, sunshine." The voice said with mock cheer. Peter recognized Schultz's voice.

"Is it morning already?" Peter asked blearily, not moving from his position on the ground.

"Who knows?" Schultz said with a gesture that might have started as a shrug, but he stopped himself before it could alter his aim.

"It's about three in the afternoon." Petruski's voice responded off to one side. He also had his rifle trained on Peter.

Peter shifted, preparing to roll back to his feet when Schultz made a noise in his throat. "Hey, look. Don't move, alright? We saw what happened when you were running away. The Captain figures you can probably shrug off regular bullets, but if we pump you with enough lead you still end up getting hurt and slowed down."

His eyes narrowed. He was reasonably sure he could take a few rifle rounds. Especially if he brought the shield up. Even with a few dozen slugs inside him, there was a pretty good chance he could blow past them.

Then there was the sense of the Hunter calling his attention, forcing him to shift his eyes to something that was only in the periphery of his vision.

Schultz added, "And if you think you can survive a couple of rifle rounds, I want to call your attention to our new friend here, Private Blake. Say 'hi', Donnie."

Off to Peter's left, where he had a clear line of fire without Schultz or Petruski getting in his way stood another Thunderbolt soldier. This one was huge. He was slightly taller than Captain Bradley. Where Bradley tended towards the lean despite his height, Blake was almost half as wide as he was tall. What did catch Peter's attention however was the massive six-barreled Gatling-style gun that was rested on a folding tripod that had sunk into the viral matting.

"Hallo," Blake's Swedish accented voice called back cheerfully. "God dag."

Schultz continued in a conversational tone, "In case you were wondering, that thing he's got pointed at you? That is a Hammer Industries MJ01 Mini-gun. It shoots thousands of bullets, each one the size of my middle-finger, in under a minute. He's got a full load of ammo, so I figure he's got enough for about three minutes worth of sustained fire. You want to find out what that can do to you?"

Peter swallowed nervously, but shook his head. He took a deep breath then. Other than the three surrounding him, there none of the other Thunderbolts were anywhere nearby. He wondered briefly if these men were the last survivors, but they seemed too calm for that.

"See, I'm pretty sure you can survive getting turned into chunky salsa, but it's probably gonna sting something awful in the morning, y'get me?" Schultz said meaningfully. "You make one move wrong and he brings the hammer down on you. Clear?"

Peter nodded and he could sense Schultz grinning at him from under his helmet. What he could see of the man's eyes through the visor seemed to indicate that he was smiling.

"So that kinda tells me what I need to know. You're still sane, right? No urges to go serve Madam Hydra back there? No mindless cannibalistic desires?"

"No." Peter replied sullenly.

Schultz said, "See? That's interesting. Ain't that interesting, Pete?"

Peter startled at that, but Donna hissed in his mind and he caught himself, forcing himself to stay still.

Petruski nodded then replied laconically. "Yep. Rational."

It was all Peter could do not to let out a sigh of relief.

Schultz kept talking, "Which is really weird, since you aren't wearing NBC gear like we are. We saw you in there. You got full exposure to whatever she's pumping out, you know? All those sexy-time vibes. I mean you got a good long look at her, so you know what I'm saying, right? Va-va-voom."

Peter could swear he could see the man's eyebrows waggling despite the mask.

"We were all feeling it despite the filters." Schultz gestured to Petruski, "This tubby wuss over here is gayer than a tree full of monkeys and he was popping a chubby over her."

"Screw you, Schultz," Petruski said mildly.

"You wish," Schultz taunted back. "You been dreamin' of that for weeks."

At that point Blake pointed out, his Swedish accent making his words sing-song, "If he's the gay one, why were you watching his crotch?"

It was all Peter could do to keep from chuckling as Schultz sputtered at the man holding the Gatling gun. It took a moment, but Schultz got his control back. He seemed to have relaxed somewhat. Certainly enough that he was willing to look away and allow his rifle's aim to waver from Peter briefly.

_Not yet. Not distracted enough, yet, _the Hunter counseled.

"What happened to 'don't ask, don't tell?" Peter asked, unable to stop himself.

Schultz actually shrugged this time, "We don't need to ask. Everybody can tell."

Petruski's only response was an annoyed clearing of his throat.

"Anyway, our orders were to stop the Madame Hydra back there by whatever means necessary." Schultz said, "The computer told us that it had her trapped down here. That she turned some unused service tunnels into a hive. Except all the virus gunk down here looks old. Real old. Ain't no way these are only a couple of days old. The Sarge notices these things."

Peter cleared his throat, "What else did the-" He paused and couldn't help adding the emphasis, "Computer, tell you about what was down here?"

Schultz eyed him for a long moment then said, "Said we'd be able to pin her down. Trap her in the big chamber back there. Except there were a bunch of exits. Access to the sewers. Then the rest of the infected started showing up." His voice hardened slightly. "She even got a couple of our guys. Once the Walkers got in range, they just pulled the guys' masks off and next thing you know they'd switched sides."

"I'm sorry to hear that." Peter replied.

"Yeah, well... them's the breaks," Schultz replied. "We pulled back. Blew the tunnel... then the damn corridors started closing on us." He tilted his head slightly towards Petruski then to Blake. "We got separated from everyone else. Radios don't work for crap down here. We hear bits and pieces. Enough to know some of 'em are still alive. We've been trying to get back to 'em. These tunnels are a mess. They keep looping back into that chamber. I saw someone wire the tunnel mouth they came out of to blow before goin' back in. Figure sooner or later we're gonna catch up to everyone else and get out of here."

Peter asked in a level tone, "Then what?"

"Then we call in a damn air-strike and collapse the building on the damn infected, that's what." Schultz snarled.

"Won't work." Petruski said soberly. "Too deep. They'll get away, then we'd have to hunt 'em in collapsed tunnels."

"Thank you, Mister Negative." Schultz snapped.

"Why are you telling me all of this?" Peter asked finally.

Schultz finally slung his rifle back over his shoulder and seemed to relax. Petruski did the same, but Blake kept his gun trained on Peter. "I'm doin' a Hannibal Lecter thing. Quid pro quo. I'm telling you all this stuff, cause I want you to tell me stuff."

"Also he talks a lot when he's nervous." Petruski quipped.

"Shut. Up." Schultz swung his rifle around once more, aiming it directly between Peter's eyes. "Something is screwy here. The Sarge knows it. The Cap knows it too, but they're too regulation to actually try askin' questions, y'know? Me? I'm a crap soldier. I don't know when to shut up."

"Honest truth." Petruski chimed in.

Peter glanced over to Blake who seemed to also have relaxed somewhat, but still had the mini-gun aimed at him. "What about him?"

"I'm just a dumb grunt that doesn't know any better." Blake called back. "Not my fault when the senior man on the team starts interrogating the infected instead of shooting them."

"Anyway, I have got questions. Loads of 'em." Schultz continued, ignoring the byplay. "You have been running around giving us headaches all week. The Sarge made some guesses, but I wanna know what the hell is going on, Parker."

Peter froze once more and realized that they had heard Jessica right before the tunnel collapsed.

"That's your name, right? It's Parker? You aren't Cassidy or Whelan." Peter could clearly hear the note of triumph in Schultz's voice. "Petruski over here actually pays attention to the briefings. And he reads through all the reports Gentek security sends us. He remembers who Parker is, don'tcha Pete?"

Petruski nodded. "This mess started when Ed Whelan pulled a runner after killing Mary Parker."

"See? The way your fists are tightening tells me that pisses you off. Doesn't take a rocket scientist to figure that one." Schultz leaned in closer, "Parker name comes up again when Gentek security corners the Runner at the Parker residence while chasing Ed Whelan... except Ed had no reason to go there. He had no connection to the Parkers except as the nurse taking care of Mary."

Peter's tongue darted out, licking his lips worriedly.

"The Sarge ain't said it out loud, but he thinks you're some kind of deniable Gentek Security asset. You're too well trained. It isn't that you got infected recently... it's that you slipped your leash."

Peter blinked.

Schultz gestured to Petruski once more. "Told you. He reads all the reports. All sorts of stuff stick to his memory. Like the fact that the Gentek Tower security chief was Mary Parker's husband at the time they got infected. Now that she's gone, Gentek's got no leverage on you. You stopped keeping a low profile. Ain't that right, Richard?"

Peter stared and tried to keep from twitching. He said slowly, "You guys think I'm Richard Parker."

"Well obviously you're gonna deny it," Schultz shrugged. "Gentek's been keeping you under wraps for years. It fits. It also explains why you keep getting away from us. You know how we operate already."

In the back of his head Cletus was howling with laughter.

Donna whispered, _He actually does have a point. You do know Gentek security procedure inside and out because of us._

"That also means you know what the hell Gentek's been keeping from us." Schultz said after a moment. "For instance why the hell is there a frickin' Hive smack in the middle of Manhattan?!"

"You don't know?" Peter asked incredulously.

"Know what?" Schultz pressed.

"Dr. Henry Pym." Peter replied. "You don't know about Pym?"

"Who?" Schultz asked again, turning to Petruski.

"Head of Research for Gentek. Been involved in hush-hush stuff since the seventies." Petruski replied dutifully. "Heard he's the one who kept telling the General we should've been deployed in Manhattan instead of Queens."

"Fine. What about him?" Schultz demanded.

Peter gestured. "Meet Doctor Henry Pym."

"Wha-?"

"You really didn't know about this?" Peter asked. "I thought Thunderbolts command set the whole thing up. He used to be at your Thunderbolt Mountain facility until a couple of years ago."

Blake, Schultz and Petruski exchanged uneasy glances.

Blake asked softly, "How big?"

"Pretty much the entire building above us and I don't know how far down here." Peter replied. "I'm guessing, but I think he's spread out for a couple blocks at least."

After the long silence, Petruski finally spoke, "Our job is to contain this stuff. Why would they set up a Hive in the middle of one of the most densely populated-"

Schultz nodded. "Well if it's been here that long, that explains why those infected out there were so coordina-"

Peter cut him off, "That wasn't from the Hive. It's been here this whole time. That was all just Jessica Drew. Patient Two. Madame Hydra. Whatever you want to call her. She can control infected like a Hive does."

"You're kidding." Schultz said flatly.

"We just assumed it was the Hive doing it." Petruski murmured.

Peter pressed on, "And while Hank Pym's content to sit in the middle of Manhattan keeping his infected contained and under control, Jessica isn't. She wants to spread Hydra. I think... she's probably already getting some limited control over the immediate area of the Hive around her." Peter continued, realizing that Connors flat, soft voice was whispering the terminology into his mind. "If she can get to Hank's central neural cluster, she can potentially take him over. All of him. All at once. That means all the infected he actually does have control of as well."

"A huge, fully active, infectious hive in the middle of mid-town Manhattan." Petruski said in horrified awe.

"We need to make sure the Captain knows." Blake chimed in.

Schultz sighed and grumbled. "Have I mentioned how much I hate this city?"

It was at that point that the floor suddenly irised open beneath Peter, dropping him out of sight.

- - - 


	43. Chapter 43

- - -

The world dropped out beneath Peter.

The Hunter kept yelling contradictory orders that were of no help at all, as he found himself shooting down a slimy tunnel. He could feel pressure all around him, but mostly around his head and shoulders. He wasn't so closed in that he couldn't breathe, but between the stench of old, live Hydra and the faint sewer undertone and a prevailing that reminded him all too much of partially digested food, he wasn't enthusiastic about the thought of breathing deeply.

Peristalsis. Wonderful, he thought, a chance to be subjected to even more of Hank's digestive system.

The red veins that had lit up the tunnels were not present and what little light he had to see by seemed to be coming from his own glowing eyes. Between the limited view of rippled, yellow-slimed flesh inches from his face and the twists as he was squeezed along by the wave of rhythmic muscular contractions, he was extremely disoriented.

The realization that he could simply extend his claws and talons and cut his way free occurred to him a few minutes later than it should have, but he was prepared to blame the confusion and occasional unexpected bouts of being turned upside down.

His fingers had just blurred into their full-length claw form when he exploded out into open air with a sputtering explosive noise. He fell three feet and managed to roll back to his feet almost immediately. He was completely soaked in bile-yellow slime that was slowly spreading in a pool around him.

The viral matting underfoot extended small feeding tendrils, slurping up the fluid greedily. Peter glanced back at where he had come from and noticed that it resembled a burst pustule.

Same as what Hives use to release Hunters, he realized.

His body blurred with red and black tendrils and the bitter-tasting yellow slime was gone.

_Better than a shower_, Cletus drawled.

The new chamber he'd found himself in was even more thickly coated in viral matting than any other he'd seen. It felt like he'd been swallowed by some gigantic creature rather than the material simply being a coating on the walls. The place was simply too curved and organic. Too clearly alive. There were neither corners nor sharp transitions in the red lit gloom.

He could hear a slow and thunderous heartbeat in the background. Like an immense ponderous bass that roared up the soles of his feet, rumbling up his spine and jarring his entire body. Dancing around the beat was a smaller profusion of noises. The click-clack of buttons. Dozens, perhaps even a hundred keyboards beating out their own syncopated rhythm.

His eyes adjusted and he could see here and there in the viral material were various bits of electronics. Keyboards embedded into the fleshy material, with tendrils tapping intermittently at the keys. In spots, there were clusters of computer monitors aimed at scattered, man-high mounds of fleshy material. The dim light from the displays illuminating single staring eyes that irised open and shut in an imitation of blinking. What cabling there was disappeared into the soft, yielding surface of the viral matting.

The single keyboard and eye on the sixty second floor had been nothing compared to this. There had still been the comfortable illusion of the room around him then. Walls, a floor and a ceiling. This was all simply a hollowed out chamber of flesh, scattered through with littered electronics. Objectively he could see that the room was as large as an auditorium, but between the cloyingly thick smells, the smothering body-hear warmth of the damp air and the dim red lights, the whole felt extremely claustrophobic.

Peter was ready to believe that his capacity to feel any sort of visceral disgust or horror was gone. The chamber seemed geared to prove him wrong.

The transport pustule had deposited him in front of a particularly large column of flesh. It rose all the way to the top of the twenty foot tall ceiling at the center of the chamber and unlike the other mounds that only had the monitors clustered near their base; the column sported monitors turned inwards all the way up its height.

The column was uneven. The rippling, surface of the veined, grayish-rust colored material swelled and moved with faintly disturbing shifts and jerks. As though the whole thing were breathing, but it was so large that it could only do it in sections. There was a different texture and feel to the viral matting in the chamber from the rest that Peter had encountered. If anything the gently swirling patterns reminded him of looping intestines. An image provided by Donna.

_Or a brain_, his voice drawled in realization.

The longer he stared at the column, dotted as it was by monitors, the more the odd patterns and shadows seemed to shift until finally the seemingly brain-like ripples revealed a form to it. Like a stereogram picture that emerged when one had stared at for long enough.

The bulges and shadows in the material resolved into a human face. A human face stretched and distorted, wrapping almost entirely around the column. The size had transformed it far too much for it to be anything but an abstract representation of a human face. Here a wriggling slash that could be a mouth. Swelling here and there picked out tremendous, thinned lips. A set of bulges and hollows formed a nose and where there should have been eyes, the material was collapsed inwards forming deeply shadowed sockets.

Peter's imagination failed as it tried to fit the bulging, pulsating structure into Henry Pym's face.

In the shadowed recesses where the eyes should have been, the protrusions of viral matting holding the monitors aimed at the column twisted suddenly and two large monitors turned to face Peter, making an illusion of eyes flickering open. One monitor showed the outside of the Gentek Tower building from across the street. The street itself was filled with people. Men in Gentek security uniforms were in oversized SUV's trying to cordon people off from the park-like area surrounding the building. Given what little detail Peter could pick out from the video image, the unmasked security personnel looked normal. Smith and Jones hadn't been infected after all. The men doing that work would have needed to be uninfected to leave the building. The other monitor showed the lobby, where men in Gentek maintenance uniforms were sealing up the main doors and lowering metal shutters to seal off the building.

_Evacuation_, Donna whispered. _The civilians are out. They've locked the building down. _

**HELLO, PETER.**

The voice... On one level, Peter heard it faintly. The same electronically generated voice that he'd been hearing from his phone. Henry Pym's voice of Ultron. On another level he felt the words slam into him. The voice was the one from Connor's memories. The smoothly cultured baritone, but it drowned out the thundering heartbeat.

It wasn't so much sound as a physical force smashing into his body. Peter staggered to his knees as the simple greeting set every inch of his body resonating. It was what he imagined the voice of God might sound like. It was the voice that a hurricane might use to speak. He pressed his hands to his ears and could still feel the echoes of the words ringing in his brain.

**TOO LOUD?**

"Yes!" Peter screamed back but couldn't hear himself. He could feel and taste blood pouring out of his nose and his ears. He couldn't hear the heartbeat, but he could still feel it. Or the clicking of the keys. He suspected his eardrums had burst.

**Is this better?**

The voice had gotten somehow less imposing. He could still hear it ringing in his head, but it no longer felt as though it were trying to squeeze every thought out of him. There was room again for him in his own mind. He shakily rose back to his feet, his sense of balance felt badly out of sorts.

He brushed his hand under his nose and his fingers came away bright red. The blood flow was slowing. He couldn't feel the trickle of blood as thickly down his upper lip or from his ears.

**I apologize for that, Peter. It has been a very long time since I have had anyone in here. I had forgotten that I didn't need to raise my voice so much this close.**

Peter's ears popped and he could hear the background noises of the clacking keys and the immense heartbeat once more. The blood flow had stopped entirely and he could feel parts of his head and face blurring to tendrils to wick away at the bloody mess. "No..." He coughed at the coppery taste that filled his mouth briefly, but pushed forward. "No problem."

He took a deep breath, gathering his composure and stared up into the immense face. Other scenes flickered across the monitor eyes. More shots of the outside. The crowds shown from other angles. Police cars arriving. Inside, orderly ranks of security and maintenance uniformed personnel moving in unison through the corridors. Peter recognized some of those he'd passed in the corridors leading to where his mother's body had been stored.

"What's happening?" Peter asked.

**There are contingencies in place, Peter. I need to execute them. **The voice was mild. Almost blandly disinterested in tone, but Peter could almost taste an undercurrent of fear lacing the words.

"Contin- where am I?""

**I apologize that it took so long to pull you away from the situation you found yourself in, but I didn't expect you to run towards the worst possible danger in the city. **There was a slight chiding, mocking edge to the words. Just enough to nudge the thought forward that it was his own fault he'd gotten tangled up with Jessica and the Thunderbolts. If he'd left as he had originally planned...

_Y'know, my daddy used to tell me it was my fault when the store did poorly too. _Cletus drawled, cutting off Peter's self recriminations. _What the hell was he expectin' you to do when he wound your fool head up with the idea that Jessica killed your folks and then sent you down near where she was going to pop up? _

_Sounds exactly like Henry's style_. Connor's voice chimed in. A few more wordless voices snarled agreement in the back of his mind.

Peter swallowed what else he might have asked and instead said, "Why did it take so long?"

**Perhaps you are intimately familiar with every inch of your colon, Peter, but I am not. There is considerably more of me to search and my attention can only be split so many ways.**

Peter considered how many monitors and keyboards were scattered around this single room. He also wondered... there really was no reason for Hank to have missed any of his calls unless he deliberately chose to ignore them.

_To wind us up_, his voice drawled.

The images on the monitors shifted to more interior shots of the building. A few other monitors twisted on their fleshy mounts, displaying more and more closed circuit video images of Hank's infected gathering in a large, low-ceilinged enclosed area. In the background, Peter could just make out a few vehicles.

_Motor pool._ Donna supplied.

"What are they doing?"

**Denying Jessica potential resources. **Hank replied blandly. On the screen, all the monitors were now showing the same area. The neat ranks of uniformed infected clumped together. The security personnel were shrugging out of their armored outfits and clustering close together. Without the obscuring uniforms, their deformities were much more easily visible. Strange discolorations. Odd proportions. Every conceivable change.

Peter counted four hundred individual infected personnel on the various screens. He couldn't be certain of his numbers since the images were low resolution and the ones furthest away blurred into one another.

His eyes widened as the clustered infected were liberally splashed with something from large barrels being carried by infected still in maintenance uniforms. There was too little detail at the distance, but he caught on after a moment.

One camera lingered on a close up of the receptionist with the dead eyes and false smile. Liz, he remembered. She was still smiling that same smile as she walked behind the barrel crew. As she passed a doused clump of infected, she pulled a road flare from an oversized shoulder bag that she carried.

With a practiced motion she lit it and handed it to one of the naked security personnel in the clump. They all caught fire.

There was no audio from the video. Peter imagined there would be screams. Or at least moans of pain, but all he could hear around him was Hank's heartbeat and the susurrus of the keys. They all stood still, but there were involuntary twitches and movements here and there. A flailed limb just before collapsing. The whole cluster of infected burned and kept burning.

That was merely the first. She continued to walk, assisting to set fire to each clump of Hank's infected in turn. They burned near motionlessly until they collapsed. Thick black smoke rose from them lit from within by cheery red flames

Peter couldn't look away. He could taste bile rising in his throat. He slammed a hand over his mouth as a spasm that felt very like a dry heave violently shook his body. Under other circumstances he might have been glad to know that he was not yet beyond visceral revulsion.

"What are you doing to them?!"

**They are part of me, Peter. They are not individuals. There is no 'them'. Just me.**

"What about the ones who aren't?" Peter asked sharply. "Some people inside you retained their minds, right?"

**Arrangements have been made for them as well. **

One screen flickered to another view of a hallway. Dr. Warren passed the camera at high speed, running on all fours, his lab coat torn and streaming behind him. A handful of security personnel gave chase past the camera's field of view. One stopped briefly to fire a shotgun while still within view of the camera before he ran past as well.

"Why?!" Peter screamed. "Why are you doing this?"

**Because I have badly underestimated Jessica. Because the few men the Thunderbolts were able to send will not be enough to stop her.**

"She's got a couple hundred infected. You outnumber-"

**I am already losing, Peter. Any of my infected that enter her area of influence will switch to her side. **

"So you'll just kill them all?!"

**I already explained that they aren't individuals. They're part of me. With them gone, she can't use them. Using fire keeps her from using their biomass.**

"Then, what about the Thunderbolts?" Peter argued, "Now that they've seen firsthand how bad the situation is, they can bring more men in with more weapons."

**They may. But by the time they get here, it will be too late. **

Peter frowned trying to puzzle out why he was so certain of that. "This is your central nerve cluster right? If we can keep her out of here, you should be fine, right?"

Donna winced, _Oh no. Don't tell me you want to- _

"Let me back out to where she is." Peter took a deep breath then said, "I can hold her off. Try to stall her and her army until the Thunderbolts can get more people down there."

_You know that he's lied to and manipulated you every step of the way, right?_ Connor's voice asked flatly.

Him being a manipulative bastard doesn't make it any less the right thing to do, Peter thought back sharply.

_And if we don't help, Manhattan's going to look like Forest Hills. _The Hunter snarled. _This is a sound strategic decision._

Cletus chimed in, _Big head there's got the right idea, though. We should take Jessica's resources from her. If we eat her flunkies, she can't use 'em, right?_

**I appreciate the offer, Peter, but that won't work. I thought she would need to be in here before she could attempt to take control of my body. I was wrong.**

"What do you mea-"

Another monitor switched views to a three dimensional wire-frame schematic of Gentek Tower, including the underground areas. The entire tower and a large section of the irregularly spread root-like underground were lit up in green. One section, however, deeper inside the structure was in red. The color was spreading slowly through the green sections and even to Peter's untrained eye it seemed to be picking up speed.

**The chamber you fought her in was meant to be a trap. Once she and her troops were there, I was supposed to collapse the entrances and allow the Thunderbolts to pick them off at their leisure. **

"Connors led them there." Peter said as the memory of the route taken rose up.

**He did not know. That was part of the reason I sent him. He is not familiar with those sections of my body. That was the only route back that he knew. But he was not aware of the trap so could not warn her.**

"You were expecting Jessica to take him?" Peter blurted out, appalled.

**No. But I was prepared for that possibility. Except she usurped control of that chamber from me and turned the trap back on the Thunderbolts. She still has them trapped there, running in circles. Now her influence is spreading through me. I'm not sure how to properly convey how... disturbing it is. Imagine your arms suddenly declining your control and engaging in their own agenda.**

Peter did feel for a moment a subtle wrongness creep up his spine. Something like the feel of eyes on you in a darkened room when you know you should be alone. He shuddered.

**I have perhaps an hour before her control extends entirely to the seat of my consciousness. Then I will be hers. **His voice was heavy with resignation. **I might be able to put it off by shifting my focus away from this point, but it would only postpone the inevitable.**

"So even if you keep her from using the infected you have- had inside you." His eyes flicked briefly to the monitors where the bodies were still burning. "She'll still have the rest of you? All several hundred tons of biomass of you?"

**Once the bulk of my infected are gone, there are charges wired into the building that I will trigger, causing Gentek Tower to collapse. They were a failsafe designed to destroy as much of my body as possible, but I have grown far too deeply since the self-destruct was rigged up. To be honest, I don't believe they would have sufficed to kill me even when they were new. I have a few more roaming other areas. Setting what fires they can. It's not a perfect solution, but I don't have enough of the necessary agents to scrub all of those tunnels clean.**

"So what then?" He asked and suspected that he would not like the answer.

**That's where you come in, Peter. **The voice had softened. The fear hiding behind the words was back in full force.

Peter growled in the back of his throat. "Like Connors. You're asking me to kill you."

**I have lived... if you can call it that, **His tone was pleading, **As a glorified barnacle for almost fifty years now. I cannot even think of myself as human. I am not a man. I am a resource to be used. And I have been used as a glorified computer, a trash disposal and a garbage handler for the majority of that time. **The voice's bland tone broke beneath the weight of its own weary bitterness. **Perhaps it would have been better if I had ended up like Bruce, but this is the hand I have been dealt. Jessica needs to be stopped. I cannot do it. I also cannot allow my resources to fall into her hands. **

Peter snarled, "If it's that important why don't you do it to yourself?!"

_Let's not be hasty here. He's kind of an eat all you can buffet, _Cletus pointed out.

**If I thought it would work, I would. But I already told you they tried, didn't I? As long as some scrap of me remains, I will remain conscious. I will grow back. I will be... of use. My infected could scour this chamber with fire and bleach and anti-virals, but I will not be able to help myself. The seat of my consciousness will retreat from it. Some part of me will inevitably survive. In all the decades of my work with Hydra, there are only a handful of things I am aware of that can consistently destroy the infected. You are the only one available to me before time runs out.**

_His knowledge would be useful, _the Hunter prompted.

But I don't want him in my mind, Peter growled in his head.

Connor's soft, flat voice replied. _He knows everything about Hydra. _

And it hasn't helped him one bit. Peter snapped back. I don't need any more voices in my head! He paused for a fraction of a second then thought, No offense.

_None taken_, Cletus replied cheerily.

"Even with your mind gone, there's still all this biomass for her to use." Peter pointed out.

**Which will no longer be centrally controlled. I am disassociating my nervous system from as much of my body as I can. It will be dead meat. Her infected might consume it, but she will not be handed a readymade hive. The sections she controls will be forced to grow into that flesh and rebuild it for her purposes. It will buy time for the Thunderbolts to bring their troops in.**

"And you can't do this and stay alive?"

**If she takes control of me, it would be child's play for me to reverse what I did. She will need to struggle. It is as simple as that. It will take her days to consolidate her gains rather than hours.**

"It's not that simple to me. You're asking me to kill you!" Peter snapped in frustration.

**It is that simple. It's not like it's anything you haven't done before.**

"I didn't have a choice then!"

The voice hardened suddenly. **We do not have any more time to waste. Let me give you a choice now, then, Peter. I am opening an elevator shaft to the top floor. **

There was a distant, muffled chime and a patch of reddish rust flesh parted to reveal darkness. Peter noted a slight freshening to the air. Less musty. Less closed in.

**The rooftop access door directly across from the elevator shaft will be left open for you. You should have no difficulty escaping from the roof before the charges bring the building down. **

"And the catch?" Peter asked slowly, forcing himself to stay calm. His heart was beating hard. His blood thundered in his ears.

**If you take this exit without first killing me, my last act before Jessica takes control will be to contact Thunderbolt command.**

Peter's eyes widened, but he didn't know why he was even surprised. "You wouldn't-!"

**I will tell them who you are. I will give them all the information I have on you. On your dear Aunt. On the Watsons. On Miss Stacy and her father. Everyone you have left, Peter. **

Peter's fist clenched and his eyes blazed.

**The Thunderbolts will not be gentle. They will go in guns blazing. Your loved ones are not as durable as you are. Or perhaps I will tell Jessica everything. I will, after all, not be able to help myself. She would no doubt be worse. You are now the only thing keeping them safe.**

A wordless, incoherent snarl of rage ran up his spine.

**Let it be a race then. Whether Jessica gets to them first or Colonel Jameson.**

Hank's voice dropped, becoming insistent. Driving into Peter's mind, boring into his thoughts.

**Listen to me, Peter Parker. I am threatening you. I am a danger to you and all you hold dear. If you do not kill me right here, right now, I will. Take. Them. From. You.**

Donna screamed in his mind, _Stop! Think! He's making us angry-!_

**I will take them all away from you. **

Peter knew he was being goaded. He knew Hank was manipulating him. Pumping him full of aggression. Playing with his reactions.

_Don't give in then! _Donna snapped at him.

_Why not? _Cletus drawled.

**I will take her from you.**

He knew all that, but with those words, none of it mattered. Hank put special emphasis on the word 'her' and there was some sense of... red hair, green eyes and fair skin in the words.

He screamed a wordless, furious roar as his claws and talons flashed out and began to tear Hank apart.

- - - 


	44. Chapter 44

- - -

Peter's feeding tendrils unwrapped from his body and plunged into the column of flesh, even as he tore at it with claws and talons.

Fury overwhelmed him, but some part of him did not miss that his tendrils were not working as they should have. Tendrils also unfolded from the column, entangling with his, merging and seemingly folding together into writhing cables of flesh.

Even through the haze in his thoughts, he could feel something odd. He could taste the difference. The staleness of his meal. There was a sense of nearly unpalatable age to what came surging into his body.

He screamed. No words could form as he felt his mind being overwhelmed by the rush. With others it had been like being carried along by a river of thought and memory. He would be subsumed in it briefly before resurfacing.

Here he was standing on a beach watching the water rush away from his feet as tsunami rose from the horizon.

There was no transition.

One moment he was inside Hank Pym, spreading his body to encompass the tremendous central column and screaming in anticipation of his sense of self crumbling under the immense force of mind... then he was on his knees in the center of the chamber.

The column was gone. The fleshy viral matting surrounding the room had gone gray and was sagging under its own weight. In spots it was actually peeling away from the bare stone that comprised the chamber. The formerly glowing red veins no longer held any light. The few computer monitors that had survived were still showing various closed circuit TV signals, but nothing of consequence.

The dim light the monitors shed only seemed to highlight the deeper dark of the open elevator shaft ahead of him. The thunderous heartbeat and the clacking were gone.

There were more noises. Screams and shouts. Explosions and gunfire. The sounds were approaching.

There was memory as well.

Memories.

He fished the phone out from his pocket. It was past four in the afternoon. The self-destruct was in place and counting down.

He swallowed, throat suddenly too dry. Everything felt so... heavy and strange. His body shuddered.

An explosion rocked the chamber. One wall was torn apart as men began hurling themselves through even before the dust settled.

A handful of guns were aimed at him.

Captain Bradley was in front. Pistol in one hand a riot shield strapped to the other.

Memory again. He must've picked up another shield since the fight in Jessica's chamber.

He recognized Shultz, Blake and Petruski, closer to the fringes of the group. Obviously they'd found the rest of their team.

"Don't mov-" Bradley began to say, but he was cut off.

The voice was a hoarse croak, but it was loud enough and clear enough to cut through the noise and freeze them in place. "Self-destruct has been initiated. You have ten minutes to get out before the building collapses on top of your heads."

Bradley paled and seemed about to say something, but before the Thunderbolt Captain could manage, he had hurled himself at the open elevator shaft. Shots rang out behind him and one bullet passed clear through where a lung would have been.

Before they could close the distance. He shouted once more, "This way out."

He raised an arm that blurred into red and black transforming into a single massive blade and a compressed cable of flesh all the way to his shoulder.

Another bullet slammed into his thigh, the pain exquisite but distant.

The blade shot up into the distant darkness before embedding firmly in something far above. The side of the elevator shaft he surmised. The cable contracted, reeling him upwards at tremendous speed.

His lips peeled back into something that might have been a smile. He let muscles bunch and snap in his shoulder, whipping him past where the blade had been anchored. The blade released itself then shot back out, embedding once again further above him.

Below, there were flashes of gunfire as someone shot up the elevator shaft at him. The red glowing veins from his extended cable arm were probably giving them something to target, but he continued to rocket his way up to the top of the elevator shaft.

Every so often he'd drift too close to walls and use the opportunity to kick himself further up until he finally smashed through the closed elevator doors at the top of the shaft.

Double doors leading to the roof of Gentek Tower were open as promised.

He sprinted through them, his arm blurring back to its normal form.

Sunlight felt so very good after all that time.

His smile widened as his skin warmed.

Legs pumped and running was accomplished.

He made for the eastern edge of the roof and just before stepping out into thin air he leaped, flaring heat and shifting his weight to irrelevance.

The cool air battered at him briefly as he soared. Mass and heat shifted internally and his glide leveled out. The city stretched out beneath him. A tiny, fragile thing that was far more vulnerable than it should have been.

Far beneath and behind him came a muffled thump. He glanced over his shoulder and found that Gentek tower was beginning to collapse in on itself. The numbers whirled in his mind given how deep they'd been and how quickly a well-prepared soldier could climb up an elevator shaft. There should have been enough time for the Thunderbolts to have escaped, but he couldn't say for certain.

His eyes weren't sharp enough to pick out anything at that distance, but there were a few familiar splashes of yellow among the crowd surrounding the ruined building.

He felt an unexpected tremor run through his body briefly. He closed his eyes then and focused on his destination. The wind whipped past him as he neared the East River. His long, shallow glide let him cross to Queens without using the bridge, but he lost a lot of altitude during the glide and eventually had to roll into a jog in an alley that was out of sight of the Forest Hills barricades.

He ran then. He gave the closed off roads wide berth and kept his speed to just a little above what a normal human might manage. The difference was that he didn't tire. His limbs never slackened from their efficiency.

He supposed he could have made it back sooner, but he needed the run. The chance to stretch his legs. The time in Gentek Tower, sealed away from everything just made the feel of the sun and the wind on his face all the sweeter.

It would be brief. Jessica would still need to be dealt with. So many details needed to be dealt with... he almost wished he could just let it go, but that simply couldn't happen.

He had responsibilities.

But he was also weary. He needed time and rest and a chance to work through all that had happened.

Perhaps there wouldn't be enough time, but what had happened at Gentek had bought a little time. A dead hive was the best that he had been able to manage.

It was precious little, but every moment was valuable. He would need to rest and be safe... even if just for a little while. He could take stock and plan out his next move.

He came to the door and reached out to knock.

His arm trembled violently for a second as he did. Tendrils flicked out briefly and he grabbed at his wrist with his other arm.

That... would simply not do.

He grit his teeth and knocked.

"There you are, Peter. We were getting worried." Anna Watson greeted him with a broad smile as she opened the door for him.

Unable to help himself, his eyes flicked down and he realized she was still wearing the same oversized man's shirt that she'd slept in. She still hadn't done the buttons up all the way up.

Helpful memories.

He forced his eyes to meet hers and he smiled back as best he could while she ushered him in. "Yeah... I... couldn't find anything. Got a little tied up, but they're not letting anything through the barricades."

Aunt May was dozing in the recliner, her foot was still swollen, but looked better than it had yesterday.

Anna nodded, "Poor dear. The pain-killers keep knocking her out. I'm just glad she's getting some rest instead of fretting about you." Her expression was mild, but there was just a hint of disapproval there.

He gave a self-depreciating smile and ducked his head briefly. "I can handle myself."

"I'm sure." Her smile warmed him far more than it should have. Damned uncontrollable teenage hormones.

He ran his tongue over his lips in a familiar gesture. Nerves. Hunger.

MJ walked down the stairs, no longer in her hoodie and she treated him to a quiet smile. "Welcome back."

Gwen followed close behind and was grinning broadly, "Hey, Petey. Any more news?"

He noticed that the two girls seemed to have become somewhat friendlier towards one another since the previous night. At the very least, MJ no longer seemed to be wary of Gwen.

He shook his head. "Sorry, no. Everything's still buttoned up. Including the closer grocery stores." He blinked, "Where were you guys?"

"We were watching the news in my room." Gwen said with a flick of her hand. "The weird stuff's spreading to Manhattan. The terrorists just blew up a building in Manhattan too. No one's reporting mutant zombie things like we've got here though."

Anna, who had walked over to May and was gently brushing the older woman's hair to one side, replied distractedly, "We were all watching it down here, but then May fell asleep and I didn't want to risk waking her up."

"Somebody should get started on dinner then." Gwen said, glancing hopefully around the room.

Anna put her fists at her hips and shook her head, obviously amused. "Honestly. I can't believe that May's the only one here who knows how to actually cook."

Gwen held her hands up, "I take after my dad. He can't do anything but takeout."

MJ chewed on her lower lip for a second before she volunteered, "I think there's some instant pasta-roni stuff from what we brought. I'll do it. Let her sleep."

Anna turned her warm smile on MJ, "That's my girl."

He felt his eye twitch briefly and shuddered, fighting down any larger tremors. A bare whisper of words rose up from the back of his mind, _No. Mine._

"I... I've had a long day. I'm going to go freshen up a little first." He took a deep shuddering breath, "Might... um... might take a nap first."

They traded puzzled glances as he raced down to the basement, not bothering to turn on the light in the room as he ducked into the bathroom.

He stared at his face in the mirror.

More memories.

So many faces in this mirror.

This one should have been familiar.

Peter Parker's face. Thin. Young. Keen-eyed.

His left eye continued to twitch.

It was growing uncontrollable.

Almost as bad as Warren's little tics and twitches.

The twitches grew and the skin rippled beneath the movement, spreading outwards.

"Stop it." He said sharply and slapped his hand over his twitching eye. The brief, sharp pain focused him and he could feel the muscles still beneath his hand.

Then his hand began to tremble. He grit his teeth, staring down at it, desperately willing its movement to stop. "Stop. Stop fighting."

His heartbeat spiked.

Black and red feeding tendrils unfolded from his hand and wrist. Then around his eye. He forced them back through sheer will, but when he looked at the mirror again, his features were sagging.

Where the tremors had been, the flesh and skin seemed to be going limp and slowly peeling off his bones.

The hollow of his eye socket revealed itself even as the eye within the socket retreated, leaving only a shadowed hollow. This didn't seem to affect his ability to see, but he could feel it spreading to his cheek, dripping the flesh slowly down his neck.

He could already see the finger bones- _phalanges_- peeking through his fingertips.

The voice of the Wicked Witch from the Wizard of Oz played through his mind.

_I'm melting! I'm melting! _

He slammed his fist into the sink, setting the soft putty-like flesh splattering against ceramic.

"_Get out_." Peter said sharply. His voice grating as it forced its way past his throat.

"Stop it." He snarled at his reflection, his breathing quickening with the strain. "We don't want to lose control. Not here. All of them are here. Your loved ones. You don't want to lose control right now. Think of them."

The melting stopped and his features began rebuilding themselves, but they were coming back wrong. A different face was beginning to emerge from the half-melted ruin.

He snarled once more and the features stilled, then tendrils erupted from the drooping flesh, blurring his face back into Peter's. His fist had also seemingly reconstituted itself.

"This will protect them." He said slowly to his reflection. "Trust me. It will be safer if you let me do what needs to be done."

A tremor ran up his spine and he visibly shuddered. "Stop fighting me."

_Never._

He gave an exasperated sigh before finally asking in a calm, mild tone, "Would you like to watch your own hands kill them, Peter?"

The tremors stopped.

_I'm going to kill you, Pym._

- - - 


	45. Chapter 45

- - -

Peter was somewhere... gray.

He remembered things. Bits and pieces. Consuming Hank. Or at least the beginning of the process. Then he felt like he'd been run over. Metaphorically speaking.

He'd lost control of what he was doing. His mind still remained as clear as ever, but suddenly he was a prisoner in his own body. He could see out his own eyes, but he couldn't make himself do as he wished. There were strange echoes and he could hear Hanks thoughts... bits and pieces.

He remembered a possessive spark from Brian that helped to shake him loose of whatever had him trapped.

Peter had expected the rush and the memories, but those hadn't happened. He drifted in and out as he fought to get control back. Here and there a few words. A few feelings.

He remembered trying to shift his body.

There was a flash of argument with Hank and an ugly, raw hate that Peter hadn't believed himself capable of. He wished he'd seized hold of it when he'd had the chance, but it had guttered out faster than he could manage and he was once more adrift.

The whole made him weary. He fought and kept fighting to bring himself back. That made the sudden transition all the more jarring when he suddenly found himself back as himself.

He was sitting on an old-fashioned blue and white striped folding beach chair in front of the Parker home. Well, it was gray and white. It was Uncle Ben's. One he'd found at a garage sale and had bought intending to resell it after some repairs, but he'd fallen in love with the stupid old thing and kept it for himself.

Peter hadn't seen it in months. He vaguely remembered that it was supposed to be shut up in the hall closet.

Around him, there were no signs of the infected. In fact, the house didn't appear to be on their street at all. It was as though some huge hand had reached down and plucked the house up and planted it in the middle of somewhere... gray.

Peter got to his feet, looking around in confusion. The house was now at the edge of some sort of small city or town. The buildings were low and anonymous, there was signage, but it was all blank.

Here and there were a few old-fashioned homes and there were cars parked on the street and on the driveways, but they were all vintage models. Uncle Ben's fascination with antiques hadn't been passed to him, but he had been happy to share what he knew with Peter. Every single car was from the early sixties or earlier. The street itself seemed odd as well. It wasn't cement or tar or anything similar. It looked like old-fashioned brick.

Who maintained a brick road?

Everything was in shades of gray. Peter held his hand out and found that it too was just as washed out and gray as the street before him. There didn't seem to be any color to anything.

"Now that? Right there? That's weird." A voice drawled.

Peter spun to his side and found himself confronted by the only spot of color in the world. It was a tall, lean form. Its skin was rust brown and black that seemed to be cracking and flaking, especially around the joints, like rust on old metal.

Or dried blood falling away. He heard himself think.

Its hair was red. Bright red and tightly curled and cropped close to its skull. The spattered brown gave way around its face, as though someone had chosen to leave that clear. Peter recognized him immediately.

Cletus smiled brightly and with obvious good cheer.

Peter swallowed nervously as he also realized that Cletus was leaning on what appeared to be an oversized axe. Most of it was the same rust spattered color as him, save for the edge of the blade which was bright silver and looked very, very keen.

"Howdy," Cletus said, his smile turning into a leer. "Gotta say that this is an unexpected development." He hefted the axe up in both hands, turning his glance to it briefly.

"Uh... yeah." Peter replied carefully, his eyes flicking to the axe then back to Cletus.

Behind him came a dismissive snort then a familiar smoky alto said, "Stop trying to scare him."

He glanced over his shoulder and found a woman. Like Cletus she was also in full color, but unlike him, she didn't look like she'd just stepped out of a blood bath. There was something off about her. The longer Peter stared the more he realized that none of her features matched up. Her eyes didn't match in color or shape. A patch of skin at her cheek stretching up to her hairline was pale and Caucasian, but most of the rest of her face was dusky. Her lips were half hers and half the thicker lips of a woman with much darker skin. One side of her face had her sharp cheekbones, but the other side had another woman's rounded, chubbier cheeks. Some of her hair was straight and auburn like it should have been, but a patch was blonde and wildly curly. Another patch was limp and black. Her clothes were similarly a confused mish-mash of layers and styles.

Cletus laughed and settled his axe back on the lawn with a loud thump.

She tilted her head to the side to look Peter over then finally said, "He is right. This is weird."

"Donna." Peter managed after a moment.

The side of her mouth with the thinner lips quirked into a smile and she nodded. "Nice to finally meet you."

"What's happening? You're just supposed to be... voices in my head..." He looked from one to the other, but neither seemed inclined to disappear.

Another figure lurched out of the corner of the house. It was a Hunter... or rather it was the Hunter they knew. Incongruously, a ribbon had been tied near its throat, tangled up in its mane, which gave it a strange and jaunty appearance like a ludicrous little blue bow tie. Unlike a normal Hunter this one had brown eyes that were clearly human.

"That's where we are." It rumbled as it moved towards them with the sleek assurance of a predator. "We haven't moved. This is all in your head."

Cletus raised an eyebrow. "Now how do y'all figure?"

Donna shook her head, "It's the simplest explanation for-" she gestured at them and at herself, clearly at a loss, "This."

"Y'know, big fella over there's gonna need a name." Cletus replied, continuing to eye the large Hunter, "If we're gonna be out like this and lookin' at each other, I ain't callin' him 'Hey, you'."

The Hunter made a disgruntled noise and shrugged its immense shoulders. "I think my first name used to start with the letter 'K'."

Cletus made a dismissive noise. "Nah, Kay's a girl's name. Tell you what, big fella, you're Cain."

"Cain doesn't start with a 'K'." Peter blurted out.

"Sure it can. You just spell it with a 'K'," Cletus replied dismissively. "Besides, Cain in the Bible was a hunter. First one ever. Big guy over there's the first Hunter y'all ate."

The newly dubbed Cain simply shrugged once more.

"On the one hand, I have trouble believing you'd even be familiar with the Bible," Donna said eying Cletus speculatively, then glanced at the Hunter. "On the other, didn't Cain also turn on his brother and kill him?"

"Guess we oughta be glad we ain't his relations then." Cletus replied sagely.

Cain sniffed disdainfully at that.

Donna shook her head, "None of this is helping us figure out how we ended up here or how to get out."

Peter looked at the three with him and said slowly. "It's Hank. Trying to eat him sent us... here. I guess?"

"Well, that was helpful," Cletus drawled sarcastically.

"No. No, that makes sense." Peter said hurriedly as he chased down the line of thought. "Normally when we consume something infected... something with a mind... I absorb it. I take that mind and its memories and end up with... well, you guys."

Cain shuffled uncomfortably. Donna glanced away. Only Cletus preened.

"Most of the time when we consume someone there's not much of a mind left. So my personality is staying in charge." Peter continued, "Or like when Whelan tried to consume me. I was the intact personality. So I had control even though he tried to consume me." He glanced at Cletus, "Your mind was sort of in one piece, but you weren't right in the head, so you had a relatively clear mind, but I was still in control."

"If'n you say so." Cletus said with a shrug.

Peter turned to Donna and Cain. "You two... you didn't start out very chatty, but once I consumed more fragmentary minds... you might have pulled yourselves together into something like Cletus-"

Donna made a disgusted noise and Cletus laughed.

Peter continued as though he hadn't been interrupted, "- but by that time, I was still in control." He gestured at them. "I think that's why you look like that. Cletus has... crazy keeping his mind in one piece. You two look like..."

"Crap." Cletus said with another laugh.

Donna frowned. "Patchwork." She glanced over to the Cain. "Even you. You're mostly just a hunter, but you've gotten a few extra parts from somewhere else."

"Someone else," Cletus pointed out cheerily.

Peter nodded. Those parts made sense. "Except now..." He looked around and lowered his voice. "Now I might've bitten off more than I can chew."

"My pappy always told me to never try to swallow anythin' bigger than my head," Cletus offered sagely.

"A fully conscious Hive mind with so much strength of will and personality, it's your turn to be overwhelmed." Donna concluded, ignoring Cletus.

"Yeah," Peter sighed morosely. His eyes narrowed suspiciously as he looked around once more, "You don't think-"

"That he planned for all of this?" A soft, flat voice interrupted them. Kurt Connors emerged from the other side of the house. He looked about the same as he did when they'd first met him earlier that day, but his right arm was entirely gone and there was a strange brittle quality to him. What clothes he had on were tatters that seemed to be falling apart on him as he moved. Every move seemed to knock loose little flakes that drifted in the air behind him briefly before they vanished. When he turned, Peter had to fight down a gasp of surprise when he realized that the back half of the man's head was simply gone. Where it should have been was an empty hollow that showed the inside of the man's face.

Despite missing the interior of his head, he still moved and spoke easily. "It wouldn't surprise me in the least. No matter what he might have told you."

"What's happening to yo-?" Peter began to ask.

"I believe you were still digesting me when Pym happened." Connors replied blandly. "Fascinating process from the inside. I can feel my thoughts being taken apart. I can hear you echoing my own thoughts back to me. I'd write a paper if I still had hands in the real world. Can you imagine how this could advance Neurology?"

"Focus, please." Donna said and took a step towards Connors; forestalling whatever else Peter might have said and put a hand on his shoulder. "What were you saying about Pym?"

"He had nothing but time to think." Connors replied with a shrug. "He would plan out for tremendous sets of branching paths, anticipating every possible move or combination of moves. He manipulates people and events to maximize his advantage no matter what happens."

Cain made a thoughtful grunt at that.

"He sent me down to meet Jessica Drew. Peter's blood might have protected me or it would not. If it protected me, that would confirm that he could be safe. It might have allowed me to escape, but that wouldn't have mattered to him. If she captured me, he'd already given me false information that led to his trap." He gestured broadly. "Granted it did not work out as he'd hoped, but for him it was advantage either way. Even the failed trap forced the Thunderbolts to realize how dangerous she was and will force them to fight harder. Every result was a potential win for him."

Peter's imaginary guts twisted as he realized how easily he'd been led. He growled. "Either I'd kill him to keep Jessica from getting him... or he gets my body."

Connors nodded. "He has lived as he is for a very long time. Either outcome was acceptable to him."

Cletus laughed, "He's been stuck in the same spot with no nethers and eatin' sewer leavin's for years. Y'can't exactly blame him for wantin' out."

Peter replied sharply, "Well, he can't have my nethers!"

"Y'ain't even had a chance to use 'em properly yet." Cletus said with a nod.

Peter blushed furiously.

"You're a disgusting pig." Donna glowered at the rust covered man.

Cletus' only response was another leer.

"But why can we see each other like this now?" Peter asked suddenly. "Did something happen to Hank?"

"He fell asleep." Cletus said with a chuckle.

"Say what?" Peter stared.

"Same kind of thing happened every time you conked out. You start dreamin', I start bein' able to see things like this." Cletus replied, toying idly with his axe. "Except I'm usually more myself than... whatever this is."

"You can see my dreams?" Peter asked in a flat, hostile tone.

"Nah. Just we can kinda see our own and know when you're dreamin'. Any thoughts y'all might've had about the Watsons are all your own, but I'm sure I can come up with some speculations." Cletus waggled his eyebrows as Peter blushed.

Cain growled, "I don't remember any of that."

Donna pointed out, "I don't think either of us was... whole yet then. I only remember being me again in the morning after Peter ate those other infected."

Cletus waggled his eyebrows at her, "You'll be in my dreams soon enough."

This too was soundly ignored.

"Dreams are supposed to be the mind's way of organizing what it experienced during the day," Peter said slowly. "So maybe that's how my own mind works. Organizing and assimilating what I've... um..."

"Eaten." Cletus supplied helpfully.

"Now that the rest of the body is sleeping, Hank isn't exercising the control to keep putting us down and we're... here. In his dream." Connors continued Peter's thought. "If you are right, then this is the process by which he will be able to integrate you into his mind, destroy your identity and leave your will subservient to him."

"Like hell." Peter snarled.

Cletus shrugged, "Ain't gonna make much of a difference to me. I'm a voice in the kid's head or a voice in Pym's."

Peter glowered at Cletus. He wanted to say that he was surprised but he really wasn't.

Donna glared as well and seemed about to say something when Connors interrupted her. "I'm surprised you feel that way."

"How do you figure that?" Cletus asked, thrusting his chin forward with mulish stubbornness.

Connors pointed at the rusted man and continued to speak softly. "Henry's had decades to come to terms with the ruthless decisions he's had to make. He would not need you."

"What are you talking about?" Peter asked.

The hollow in Connors' head grew larger as a chunk fell into it, throwing up a large scattering of flakes that hung in the air for a moment. "Your ability to consume and assimilate minds is practically unique. If anything that alone makes you more dangerous than your ability to assimilate Hydra abilities."

Cletus was tapping the axe in one hand and eyeing Connors. "Still not hearin' why it's a bad idea for me to not care about Pym keepin' the body."

Connors held up a hand. "We know of only one other instance of the assimilation ability manifesting. A student in Louisiana back in the Eighties. When she was infected, she accidentally consumed her boyfriend and assimilated his mind and identity. Henry tried to have her captured for study, but she ended up consuming even more people. The resulting amalgamation of personalities growing progressively more dangerous and insane before she was finally taken down by the Thunderbolts."

Cletus appeared to be about to interrupt once more, but Donna threw him a sharp look and patted Connors shoulder once more, gesturing for him to continue.

"Henry Pym has no need for buffers to separate his core identity from the monstrous thing he has become." Connors looked directly at Cletus. "He doesn't need the voice of a psychopath whispering in his ear that he might need to kill." He glanced at Cain, "Or a soldier's voice to handle the tactical decisions and combat situations he was never trained for."

"Or a voice to nag him to focus?" Donna asked pointedly.

"Well spotted." Connors said with a shrug. "Pym doesn't need any of you the way Peter does. Even if he did, his particular mental architecture isn't geared to be compartmentalized in the way yours is. His thoughts run on multiple parallel tracks that allowed him to multi-task... I suspect your brain is being physically restructured to accommodate his mind, but the process will no doubt involve the removal of... well... all of us."

"Wait, hold on." Peter shook his head, "If he gets the body and has the ability to consume other minds... are you telling me his version won't have him retaining the minds of those he eats?"

Connors nodded. "He's much more familiar with the memetic transfer protocols of Hydra from his time as a Hive. I suspect he would refine it to allow him to consume pure information, untainted by any lingering identity."

"I don't know if that's worse or better." Peter said quietly.

Donna held a hand up. "But you're saying he didn't already have the ability to assimilate other minds? None of the Hives do?"

"No. If Hank wanted to know something, he wouldn't consume them. He'd influence them pheromonally and make them tell him. He has no..." Connors hesitated and another chunk of skull fell into the hollow in his head. "To use a computer metaphor, he and Jessica have write level access to the Infected. They have a limited ability to read... but it's... surface information at best. They can understand what's sent to them. They can use only a single communication protocol. Peter's body has full read level access to anything he consumes. Not only that, he has the appropriate interpreters to make sense out of what he's reading. Allowing him to make full use of the information he absorbs... genetic and memetic."

"And Hank Pym just hijacked that body." Peter sighed.

"Hank Pym who has no use for the rest of us," Donna said, giving Cletus a fixed stare.

"Fine," Cletus said with an explosive sigh and another thump of his axe as he settled it back down. He gestured at Peter, "Y'all got me convinced that the kid oughta be running the show. How do we do it?"

Cain sniffed, then growled and jabbed a finger at Peter. "This is all in your head."

"Consensual hallucination. Mental construct. Yes. Everything we're seeing is just some... metaphor for whatever's happening to my body." Peter said slowly as his thoughts began to race. "It's... just a level of abstraction for us. A way to get a handle on what's happening without actually understanding any of the step by step actions taken to get to it."

Connors nodded and Peter realized that older man had been silently lip-syncing what Peter had just said. Peter was chilled and uncertain if Connors had simply been parroting him, or if the other man had given those thoughts to him. Peter paced around the lawn, thinking furiously. Cletus plopped himself into the now unoccupied lawn chair and stretched out, laying his axe across his lap.

Peter spoke quickly, continuing to pace faster. "We're in the user interface for... I guess my body. Hank's running the show. We don't know the controls, but we can learn it. If we know the scenario... if we understand the dream logic he's operating under, then we can use it."

Cletus grinned, "And we can find him and kill him slow."

"Exactly." Peter said distractedly.

Cletus looked pleasantly surprised, "... wait, you're actually agreeing with me?"

Peter fixed Cletus with a look and nodded grimly, "I'd take it as a personal favor if you took your sweet time."

Cletus smiled brightly.

"Didn't anyone else notice it yet?" Donna asked suddenly, looking at each of the men in turn.

"Notice what?" Peter asked, confused.

Donna rolled her mismatched eyes and jerked a thumb at Cletus. "Axe. No heart. Looks like he's rusting." She gestured to Connors, "Raggedy. No brain. Leaving... well, it's not quite straw, but all those things he's shedding could be mistaken for it."

Peter's jaw dropped. "Pay no attention to the man behind the curtain."

Cain turned his muzzle up, gathering as much of his affronted dignity as he could, "I suppose that makes me the Cowardly Lion?"

Donna smiled kindly, "You do have the mane."

Peter's lip quirked, "Does that make you Dorothy?" He frowned, "Then I guess that just leaves me as-"

He was interrupted by Cletus suddenly shooting to his feet cursing luridly.

They all turned to look at him as he looked down at his feet, which everyone noted were suddenly soaking wet... and smelled rather distinctly.

Donna raised an eyebrow.

"That thing peed on me!" Cletus snarled, raising his axe to threaten... what appeared to be a tiny black haired Terrier. It still had one leg up and was marking the lawn chair with considerable focus and enthusiasm.

They all stared as the dog continued to unselfconsciously complete its business.

It then turned to the crowd and for a brief moment Brian Watson's massive face superimposed itself over the dog as it thundered. "MINE."

With that, it ran around the chair a few times, then ran up to Peter, bumping its head repeatedly against his ankles and wagging its tail happily.

"I guess that's actually Toto." Donna said with a small lopsided smirk. "This makes you Dorothy, rather than me. I think I might be the Patchwork Girl."

Peter picked the dog up gingerly, holding it up by the collar. It felt heavier than it should have been and he got a brief impression of a mish-mash of mingled body parts and faces all squeezed down into... a rather adorable looking Terrier.

The dog panted happily at him before it suddenly spoke again, in a different voice this time. "Sto d'zan che'ir." It might have been the words 'Stronger than tears' spoken through an excessively thick accent, but every word just seemed to be too deliberately spoken.

Peter blinked. "Uh... I guess he's all the leftover bits of minds that weren't coherent enough on their own?

Cletus growled, hefting the axe threateningly at the dog. "I ought to kill the little bastard."

Cain shook his head and settled an immense hand on Cletus's arm, forcing it and the axe back down. "It's part of our collective mind. It's a potential resource."

Cletus frowned down at the dog. "I suppose it could pee on Pym."

The dog seemed to regard the attention with amusement and replied in yet another voice, "Lok Chitauri doosh Kl'rt madza kill Criti Noll."

"Er... yeah, whatever." Cletus said, straightening up and snorting. "So what does this tell us then? Other than the fact that Pym's got a thing for the Wizard of Oz?"

Peter smiled nastily. "It means that by the rules we can find him pretty easily."

"You figure?" Cletus asked.

"Yes." Peter said and cradled the pseudo-Terrier in one arm. "Because we aren't in Kansas anymore."

The words suddenly seemed to hang in the air briefly before color rippled out from them in a sudden rush. The flat gray buildings and the parked vintage cars all exploded into a veritable rainbow of barely restrained color. Signs filled in with brilliant painted print inviting people to their businesses.

The sky turned blue in a wave radiating out from them.

In the distance the skyline turned green.

The road leading to that direction turned to a bright, Thunderbolt uniform yellow.

A yellow brick road.

Peter began to walk.

- - -


	46. Chapter 46

- - -

Walking down the yellow brick road might have been thematically appropriate on Peter's part, but he hadn't managed to get more than a few blocks away before a car engine roared to life behind him, followed by a large white van pulled up next to him.

Cletus poked his head out and grinned. "Get in. No point walkin' when we can go in style."

"This is style?" Peter asked dubiously.

The dog had clawed its way free of Peter's grip and was settled on his shoulders eyeing the vehicle with clear suspicion.

Cletus nodded, "Sure is. Hop in."

"How did you even get this?" Peter asked as Donna swung open the side doors.

"He hotwired it." Donna said primly.

"I don't remember seeing this on the street..." He frowned as he realized the van itself wasn't quite as vintage as the other cars on the street. It was a model from the mid-seventies, which just made it stand out even more than being the only white vehicle when every other one was a riot of bright colors.

Cletus made a dismissive noise. "This is all imaginationland, right? Why wouldn't I have what I'm familiar with? It was right there when I looked."

The back of the van had no real seats. Donna was sitting on dirty cushions right behind the passenger side seat. Connors, who looked even more fragile than before, was slumped forward in the passenger seat. He, at least, was buckled in properly.

The entire rear half of the van had been taken up by Cain who had needed to fold himself almost double to fit.

There were some woodworking tools hung up on a peg-board on the interior wall opposite the doors. The tools were badly maintained and here and there were a few slightly out of place additions, like chains and a pair of silver-handled folded straight razors.

There were a few dark spots on the wood. Peter felt a slight chill run down his spine as a memory stolen from Cletus met up with what he remembered from his research.

Cain caught Peter's eye and rumbled. "Yes. This is that van."

Staring at the straight razors a snatch of song occurred to Peter as he glanced from the pegboard to his companions. To his... 'friends.'

Wrong musical, he mused, but it felt vaguely more appropriate than Hank's choice.

The terrier whistled a couple snatches of the song in between nonsensical gibberish.

Peter glanced over to Cletus who had the wheel and noted that the man was humming his own cheery little tune.

Peter felt a touch of acceleration. There was eagerness to the motion.

"Do you even know where we're going?" Donna asked with a scowl.

"Pfft. How hard could it be? We follow the Yellow Brick Road..." He hummed again and this time Peter caught him mumbling a few snatches of words as the van picked up even more speed. "Ease on down, ease on down..."

The dog started wordlessly harmonizing with Cletus.

"Where are we anyway?" Peter asked as he pointed at something outside the window, "Because despite the Oz theme, I'm pretty sure there's not supposed to be any McDonald's here."

Connors lifted his head slightly and replied in a soft monotone. "I've only seen photos... but surely it must be obvious. This is Middletown, Arizona. Right before the outbreak."

The empty streets slowly began to fill up as people, all dressed in a riot of various colors began to appear. Only a handful at first, but slowly more and more. They were dressed in some fairly conservative old-fashioned styles, but the styles were done in a garish array of bright colors. Cars drove and while the road wasn't crowded, Cletus found himself having to slow down to accommodate the other motorists.

"It's like everybody suddenly went color blind." Cletus said with amusement.

Peter frowned as he noted another odd detail about the ones on the street. "Look at them."

"What?" Cletus asked, distracted.

Donna noticed it next. "No one's got a face. They've got features and all the right contours to have faces... but then... nothing. No noses, no eyes or mouths."

Connors wheezed. "Parts of Henry, I suppose? Not people. Not like the rest of you. No individuality. Just parts of his mind populating the scenery."

The riot of color gave way after a while. The people growing in number. No faces anywhere, but now the colors grew more sedate. Less brilliant. Where a few blocks back they had simply been milling around, here they seemed to stream together in lockstep, streaming down the streets. There was a sort of clockwork efficiency surrounding them, even down to the movements of the few other cars on the street.

"... is it just me or are they watching us?" Donna asked worriedly.

Peter nodded, also having seen the subtle change. The lines of people would slow as they passed. They would cock their heads in unison and turn to watch.

It was eerie and reminded Peter of how the rats had acted in Bellevue.

"I think... I think he knows we're coming." Peter said quietly.

Cletus brightened up. "So... the stealth option's out?"

"Yes?" Peter responded slowly.

"That just makes this a little easier." Cletus replied and gunned the engine. Where he'd been driving carefully and obeying the speed limits earlier, now he seemed to have stopped caring. He weaved between cars, shot through red lights and at more than a few points drove with a wheel on the sidewalk to get around slower moving cars.

Cletus was laughing the whole while as the van ate up the miles.

"What are you doing?!" Donna screamed at him.

"Look, when the cops are already on your tail, you forget about keeping a low profile and make a break for it! He knows we're comin' for him!" Cletus called back cheerfully, narrowly threading past a few more slow-moving vehicles. "You wanna give him a chance to keep watchin' us come in all nice and slow and let him have all the time in the world to put crap in our way or you wanna run in and smack him around before he gets a chance to get his game together?"

"He's got a point." Cain rumbled, but Peter could see that he was using his claws to cling to the floor of the van to avoid being tossed about.

The dog was pretty much bouncing off the walls with every turn, making excited little barks that could have been in that gibberish interspersed with the occasional snatch of lyrics from, "We're off to see the Wizard." in a surprisingly good soprano.

Cletus glanced over his shoulder, talking to Donna and Peter. "See? Cain knows what I'm talkin' ab-"

"Look out!" Connors head snapped up, throwing up more flakes as he screamed.

The momentary inattention combined with his speed caused Cletus to take a corner just a little too closely. The van bounced up onto the curb and plowed into a pair of faceless figures.

Peter expected the victims to be flung away, broken by the impact. Years of action movies and Mythbusters made him expect it. What he hadn't expected was for the faceless bodies to burst on impact.

It was as though they had been made of jello in saran wrap. They splattered into a mass of frothy pink slime that thickly coated the windshield.

Cletus made a disgusted noise, now no longer able to see and jerked the wheel hard to try and keep control of the vehicle. As he did, there were several more thuds and the spattered pink goo on the windshield grew thicker. Cletus savagely twisted at the wheel and the windshield wipers began their work, leaving arcing, blotchy streaks of the material across their field of view.

"What the-" Donna began to say, but Peter felt a familiar rush of memory begin.

_"- be absurd. I'm glad you asked." Henry Pym, blonde and beefy, dressed in a conservative suit and tie sat in a booth at an ice cream shop. The man looked more like a linebacker than a biochemist._

_"I'm not being absurd, Darling," The woman opposite him replied with a delightful little giggle. She was in her late twenties. She was poised and pretty, with her dark hair cut into a bob, perfect make up and dressed in an expensive skirt, blouse and jacket combo which was probably too hot for the climate. Her accent sounded faintly British to the untrained ear, but could have been the upper-crust diction. "You must realize once you and your cronies get going in the laboratory, it takes a crowbar to pry you away. I'm glad you even managed to find time to take me out."_

_"Well, it's the least I can do for my lovely fiance." Pym said, flashing her a winning smile, "John and Bruce can handle the lab for a little while." _

_"Mmm... tell me more about how lovely you think your fiance is," She leaned in closer, smiling delightedly. She wore white gloves that ended in lace at her wrists._

_Pym leaned in as well and murmured, "I could show you..."_

Peter found himself wondering whose perspective he was watching the memory from when he found himself back on the floor of the van.

"- hell do you think you're doing?!" Donna completed her demand.

Cletus laughed and pressed down on the accelerator harder. "Well, if they were bits of Hank, that makes all of 'em over 75, I think I just scored 400 points." He blinked then looked over his shoulder at Peter, "I have no idea what that means."

Connors wheezed a laugh, "Sounds like while you're giving Peter 'killer' he's giving you 'geek'."

"Still no clue what that meant." Cletus said, sticking his lower lip out in an exaggerated pout.

Peter sat up gingerly as Cletus carelessly plowed into another figure that was in the process of crossing the street, splattering the slime all over the windshield once more.

Donna yelled, "Stop tha-"

_"- have a good lunch?" Bruce asked. The man wore a white lab coat. He was thin, slightly stooped, sunken-chested and narrow shouldered. He peered at Pym through thick black framed glasses. He was the absolute opposite of Hank Pym in looks, but there was a rush of affection and respect for the smaller man's tremendous intellect._

_"Wonderful. Thanks for covering for me." Pym replied heartily as he put his own lab coat on._

_Bruce shrugged negligently and turned back to using a mouth pipette to move samples from a larger test tube into smaller ones._

_"Where's John? I thought he'd be here."_

_"Visiting Jessie." Bruce said in between transfers, using a carefully neutral tone. "He got a call from the hospital. She's taken a turn for the worse."_

_"Poor kid. How bad?" _

_"John didn't say." Bruce replied, but there was an awkwardness to him. "We should get back to work. He will join us when he can make i-."_

"-t!"

Peter choked out, "You need to stop hitting them! I'm getting Hank's memories when you do that!"

Cletus frowned, "Say what?"

"Every time you hit one you lose sight of the road." Donna replied hurriedly. "Peter's getting hit with memories! I think it's a distraction to try and get you to stop!"

"I don't have much of a choice anymore! They're pretty much tossin' themselves at us!" Cletus reported back as the van began to slew back and forth.

"The first few might've been an accident," Cain rumbled, "But Hank's figured out that it is going to slow us down. Bury us in his memories and keep us from getting to his core."

"That makes no sense." Cletus grumbled.

Connors shook his head and wheezed, "No. Perfect sense. Van... vehicle. Extension of will. Your will. You're the killer intent. You're all the murder thoughts. Murder van. Bog it down in memories." He gestured with his remaining hand at the slowly dripping gunk on the windshield," Blunt the murder thoughts. Blunt... intent. Tangle up the core mind..." He bobbed his hollowed out head at Peter, "Get him so wrapped up in the past... you can't do what you want to do. Stall til there's nothing left of us."

As thought to punctuate his declaration, his nose collapsed into glittering flakes.

Cain nodded. "He's trying to nostalgia bomb you."

"Shoot." Cletus groaned, "Look, I don't think I'm gonna be able to dodge 'em all. I'm gonna try, but I'm bound to hit a couple of 'em. You can handle it, right kid?"

Peter winced, but grit his teeth, "Fine. Fine. I can handle it. Just get us to Hank. I can take it."

"That's what I like to hear, little buddy!" Cletus roared back approvingly. He reached down and pulled the axe out from where it had been stowed next to his seat.

He jabbed the head of it right into the windshield, shattering it completely in a single impossible blow. Wind roared into the van even as shards of glass imploded inwards, most of the larger jagged pieces embedding into Cletus. That shouldn't have happened if that had been real safety glass, Peter's mind insisted, but Cletus didn't even seem to notice beyond giving an excited whoop.

Connors, on the other hand, was managing to scream in his whispery little voice, covering his face to protect it with his remaining arm. Not that it did much good. A long narrow shard had stuck through the center of his forehead, extending visibly into the hollow in his head.

With the glass gone from most of the windshield, they at least had a clear view. Which was fortunate, because that just barely gave Cletus enough time to jink the van out of the way of several more of the faceless citizenry who were literally jumping in front of them.

Then there was a sudden, jarring impact on the passenger side, then the van bounced up and just as suddenly dropped, as though it had driven over something that had burst halfway through.

Peter's eyes rolled up into his head as memory rushed in.

_"- good seeing you!" The girl gushed. She was still skinny. All knees and elbows and awkward bony angles, but she'd put on a lot of weight. There was muscle growing on her frame now. Her thick, black hair was growing back in and would need a visit to a stylist soon. Her face, lit up with childish enthusiasm, was far prettier than it had ever been before. Memory flashed within the memory of a sober little girl with hopeless, resigned eyes, a bald head that had been covered with a pretty scarf and an even more emaciated frame that couldn't leave her bed._

The van slewed desperately to one side.

Connors screamed "Loo-" THUMP.

_Now she danced with a sort of unaccustomed, budding grace. Releasing Hank Pym from a hug and catching Bruce in one in turn. The skinny man was a scant few inches taller than she was returned the embrace awkwardly. Bruce wasn't accustomed to physical affection. Or touching people in general, but he'd always had an unexpected rapport with her._

"-k ou-" WHAM.

_To the side, Jonathan Drew stood. He was heavy set, heavily bearded and smiling indulgently as his daughter hugged his friends and coworkers. He'd asked them to come. Asked them to visit this morning before they went to work. _

_Bruce released her from the embrace and smiled weakly. "It is good seeing you too." He glanced over at John then back at her. Jessica. "It does seem you've taken a turn for the better."_

"-t!" THUD.

_Jessica clapped her hands enthusiastically. "Yes. I've felt so much better, Uncle Bruce. I feel bursting with energy. And I can walk again! It feels so good to be able to get out of bed. And I missed being able to hug people!" She lunged for Bruce once more and caught him up in another hug which the skinny man endured with as much dignity as he could._

_John and Hank shared a laugh. John then spoke, "Jessie. Come on. Let Bruce breathe. We do need to get to work."_

_"Yes, Father." Jessica replied reluctantly as she stepped back. Bruce straightened his tie._

Peter groaned.

"Are you even trying to avoid them?!" Donna yelled at Cletus.

Cletus screamed back, "If you think this is easy you are welcome to come take the wheel!"

A tide of barely human figures surged across the intersection.

Peter closed his eyes as Cain roared, "Incomi-"

_Hank held the squirming Bruce back. He had Bruce in a full nelson, holding him just out of range of John who was on the floor._

_"Calm down! What the hell is going on?" Hank asked. _

_John coughed and wiped the blood from his split lip on his knuckle. _

_"Ask him!" Bruce snarled venomously. "Ask this idiot what he just did!"_

_John staggered painfully back to his feet, "I don't know what you're talking about, Bru-"_

_"Spare me." Bruce spat with uncharacteristic temper. "A week ago, Jessie was dying. She could barely move. Now she's on her feet? Now she's magically put on thirty pounds and a full head of hair?" He struggled against Hank harder, "Do you think we're idiots, you bastard?! DO YOU?!"_

_Hank's eyes widened as he realized just what Bruce was saying and released him. Bruce was visibly reigning his fury in, but it was in his eyes. The man was just itching to hit John once more._

_"What did you expect me to do?" John said hopelessly, leaning against the wall behind him to catch his breath. "I couldn't let her die." _

_Bruce snarled something under his breath then turned away. _

_"What did you use on her, John?" Hank asked gently, hoping his tone didn't infuriate Bruce more._

_"I figured out the cipher in the Richards papers." John replied hurriedly, "I used it to modify the Beta-78 strain. I keyed it to her body specifically. Isolated it. Extremely limited lifespan outside of her body. There's a completely different set of characteristics. It's a completely new strain, not just a Beta variant. I suppose we can call it Gamma."_

_Bruce kept his back to them, but spoke slowly, trying to force himself to stay in control. "You injected your daughter with the bioweapon we're developing. Do you even need me to spell out for you how stupid that was?"_

_"She was dying!" John snapped back. "I knew what I was doing! This is the work we should have been doing in the first place! Think of all the good we could do with Hydra! I may have just cured cancer-"_

_"It looks like you might have forced a temporary remission." Bruce replied flatly, glancing over his shoulder. "It looks like your daughter is physically mutating-"_

_"Her body is healing to what it should have looked like if she hadn't been wasting away!"_

_Hank held up his hands, "Hold on, hold on. Calm down, both of you. Look... this... you did a very stupid thing, John, but we can salvage this. We don't need to tell General Ross or Fort Detrick about what happened. List her as a test subject. Cover up her name, but put her on the project roster so we can pull on their resources. This is bigger than you now, John."_

_"But it's perfectly sa-"_

_Hank's voice hardened, "We have to isolate her. Make sure your Gamma strain isn't transmissible. Make sure she doesn't develop any other mutations."_

_"But-"_

_"No." Bruce spat, whirling on John once more. "No buts, you bastard. If all you've done is given her false hope... or she turns into some kind of mindless monster... you are dead. I will kill you myself. Are we clear?"_

_John swallowed nervously._

Peter panted as he tried to sit back up. He felt like an entire football team had used him as a tackling dummy. Donna made shushing noises and gently pushed him back down. He found that he was resting his head in her lap as she smoothed his hair back.

The dog was standing on his chest and staring down at him disconcertingly.

"Sorry 'bout that, kid. Buncha them just tried to hem us in, but I think we got ahead of 'em finally." Cletus called back cheerily.

Peter coughed, "How far have we gotten?"

"The green thing we're heading towards is looking a lot closer." Donna replied gently.

"Middletown University." Peter said quietly. "I'm pretty sure that's his Emerald City. It had a hedge maze near the Biology labs. I could see it through the window."

Donna nodded. "Picking up his memories?"

"Bits and pieces. Mostly about Jessica." He took a deep breath and his body began to relax once more, letting the pain go. He reached up and plucked the dog off his chest and set it down on the van's floor. "She was my age when this happened to her. She'd been bedridden for years before it happened."

Cain rumbled, "You're not feeling sympathy are you? You know she's the reason all this happened."

Peter finally managed to sit back up. "No. Maybe a little. I..." He looked helplessly at the group that surrounded him. "That's still how I could end up." He said quietly.

Donna shook her head sympathetically and gave him a lopsided smile, "But you won't. We'll make sure you don't."

Cain made a grunting noise that might have been an affirmative one.

"Well crap." Cletus said suddenly.

They all turned to look out of the now glassless windshield. All sorts of debris had been piled up in front of the road. Furniture and garbage and even the faceless bodies formed a block in the road.

"A barricade?!" Donna said incredulously.

"Should've expected this." Cain rumbled.

"We might be able to go around it, but the yellow brick road goes straight through." Cletus called back.

Connors wheezed. "We turn away from the road we may never find our way back."

Peter glared furiously at the rapidly approaching barrier. The others looked to him for a decision, but he didn't know what to do. Things had just simply kept happening one after another. No chance to breathe. No chance to catch up.

Some dim echo of the furious anger that he'd seen in Bruce Banner had called out to him as well. The frustration of having to deal with so much... stupidity. He shouldn't have to be the one making these kinds of decisions.

Cain startled. "Not to put too much pressure on the rest of you..."

"Spit it out." Donna said wearily.

"I'm still aware of our body." Cain said slowly. "I can smell MJ. She just entered the room. I think we're going to wake up soon."

"Out of time," Connors whispered desperately as they watched his remaining arm collapse into glittering flakes. "If he wakes up, Henry is going to bury the rest of you. He'll be conscious enough to keep you from reaching conscious control. By the time he sleeps again, the rest of you may be too far gone to actually do anything else."

"Yes or no, kid? I dunno how the van's gonna hold up if we try to plow through that thing, but it ain't lookin' good." Cletus flashed a grin. "Also, I'd like to point out that I've got a seat belt, so I'm probably gonna be fine. You three in the back, probably not so much."

"I..." Peter hesitated for a moment, then winced as he felt a sharp nip at his ear.

He turned and found the dog perched on his shoulder with a rather uncharacteristic doggy grin. "Never kick a dog, because he's just a pup." The dog said in clear soprano voice.

Peter flinched away from it and having made it's declaration, the dog bound forward, leaping off Peter's shoulder, onto the backrest of Cletus' seat, off of his head, then it shot forward out the windshield in a red haze.

Everyone stared as it flew full-tilt at the barricade.

Peter, his mind suddenly cleared, realized that the dog had just taken his anger and seemed to be planning on doing something with it.

He pointed. "Follow that dog!"

"You got it!" Cletus sang back happily and floored the accelerator.

"You're all insane." Connors whimpered and seemed to be trying to shield his face, but no longer had any arms to do that with.

The dog slammed into an upper section of the barricade. There was a moment when it was and wasn't a dog. The dog shape was something imposed on it by Hank's mind. It had little enough will or self-identity to assert any other form for itself. But the bundle of Peter's instincts and anger and all the little odds and ends that didn't quite make up a whole mind still had a lot of power behind it despite its appearance. For a moment, the dog shape, while still there, was simultaneously super-imposed with an image out of a butcher's nightmare. The word abomination came to Peter's mind. So did the words rugrose and squamous. There were faces and arms and odds and ends and mingled bits that just seemed to not fit right for something that was ostensibly three-dimensional.

The not-dog shape struck and the red light surrounding it exploded into an immense sphere that smashed apart the barricade and flung aside the faceless forms that had begun to swarm. Peter recognized the sense of what it had done. The instinctive smash he'd performed in the street when he'd been fighting near the Sandoval Deli hive.

It was hard to remember that had only just been that morning. The van drove through the obvious gap in the barricade. Not all the debris had been blown free and the entire thing bounced through a minefield of uneven wreckage. The yellow brick road was still obvious beneath the debris and they sped through an open gate whose sign flickered between "Emerald City" and "Middletown University".

The buildings surrounding them seemed to be fairly nondescript brick-fronted and old-fashioned. They were familiar from the memories that had been rammed into his head, but different as well. Where in the memories they'd been white-washed and well maintained... the 'Emerald City' version of Middletown University had every wall thickly coated in overgrown ivy.

Only the yellow brick road remained pristine. It was leading them straight to a building that Peter also recognized.

The virology lab. The place where Banner, Pym and Drew had worked.

The dog, because it was once more a dog, sang out tauntingly as it looped in mid-air, "We'll fight like twenty armies and we won't give up!"

More faceless things burst from the rough landings where the dog had sent them and Peter felt more memories rush in.

_"-me through! My fiance is still in there!" Hank screamed as the blonde army captain restrained him._

_"Dr. Pym! No one is going in there. The building is a loss. Everyone in there is infected." The man, his name patch identified him as Rogers, S. spoke in a calm authoritative voice. _

_Hank panted, his heart hammered and his eyes flickered desperately from Captain Rogers then to the building then to the small crowd of people who had managed to escape before the doors and windows sealed shut, trapping everyone else inside._

_"What abou-" _

_"Everyone, Dr. Pym." Captain Rogers continued, "You are the only local expert we have on hand. Dr. Banner is still unconscious and concussed. The medics aren't sure if he's even going to wake up. Dr. Drew died making sure you got out. You are literally the only one who can help those people right now and I need you to focus." _

_Hank grit his teeth and breathed harshly through his nose. "But... but... it shouldn't... Drew was so sure..." He stared down at his hand. He covered it up hurriedly before anyone else noticed the toothmarks Jessica had left. _

_With clinical efficiency, Captain Rogers backhanded him hard enough to rattle his teeth. "Get it together. You. Are. The. Expert. If you can't give me some sort of solution for this we may lose this entire block or more." Hank stared at the man who simply continued speaking. "I was at Littleville, Dr. Pym. I know you have access to the Professor Richards' papers. I need you to fix this." He pointed sharply at the building. Some sort of fleshy, tumorous growth was beginning to spread from several open windows tracing irregular paths along the brick facade of the building._

_Hank nodded numbly. Rogers seemed to approve of this then inclined his head to another man. A huge, dark skinned man glowered down at Pym and perhaps it was only a trick of the light, but the man's dark eyes seemed to glow red. _

_"Sgt. Bradley? Pull a detail together. We need to get Dr. Pym to his-"_

"- laboratory's this way!" Cletus called over his shoulder.

"How do you even know?" Donna called back. Peter's head was once more on her lap.

"Sign said so." Cletus said smugly. The van wheezed and the engine seemed to be choking. The back was also bouncing a lot harder than it really should have and there were more strange noises that Peter had no idea about.

"Van's had it." Cain rumbled.

"Yeah..." Cletus murmured, patting the dashboard fondly as the van continued to lose speed. "Almost there. Hold it together old girl."

Cain grunted and kicked open the back door of the van. "Time's almost up. MJ's scent is close. Real close."

That revealed an almost solid wall of humanoid figures chasing after them.

Not just chasing.

Catching up.

The faceless, surging tide that reminded Peter all too much of the masses of Hive-controlled infected that he'd already fought through before.

The dog who was sitting next to Peter drawled in his voice. "And if pretty little Jessie gets her way, that's what we've got to look forward to."

Peter stared at the crowd then at the dog who shrugged.

"I'll hold 'em off." Cain snarled. "You." He jammed an immense finger in Peter's direction, "Find Pym. Fix this."

"You can't take them all on your own!" Donna cried out.

Cain shrugged and gracefully dropped out the back of the van.

He was engulfed almost immediately by the faceless riot. Blood and bodies began to fly almost immediately.

"You idiot!" Donna screamed in frustration then scrambled to the back of the van and called out over her shoulder. "You can handle this, Peter. I trust you."

She smiled then. It was a familiar one, but he couldn't place it. Before he could think on it any further, she had leaped out as well and run into the press of bodies.

"Then there were three," The dog intoned in a bass rumble.

"There's four of us still in here." Peter replied, more harshly than he intended.

"Nope," Cletus called back. "Connors is gone."

Peter clenched his teeth and bit back a snarl. "Shut up and drive, Cletus. Let's finish this."

Cletus grinned.

The virology lab was less than a dozen yards ahead.

- - - 


	47. Chapter 47

- - -

Cletus didn't bother to slow down. The van smashed through the wooden double doors fronting the building without any trouble at all. The cement support column just twenty feet behind those doors on the other hand was another story.

Peter only had a vague impression of the next minute as he was hurled into the back of the passenger-side seat. The dog meanwhile floated smugly right next to him as he came out of his daze.

"That sucked." Peter declared after a moment.

"You suck." Cletus groaned back.

The front of the van wrapped around the column and was a complete wreck. Cletus reclined his seat and had to shimmy up by his shoulders and elbows because the engine block had been jammed into the driver's side compartment, leaving him no room to actually leave. Peter was amazed his legs hadn't been crushed. The passenger side on the other hand was a complete loss. Just as well Connors was gone, because if he hadn't been this probably would have done it.

Well... this was all in their heads. Perhaps they couldn't be done in that way. If they kept themselves together in the face of whatever else they would be confronted with, that probably wouldn't be an issue. That gave him a bit more hope for Cain and Donna.

The dog gave him a long look and he briefly got the impression of Connors face overlaying the dog's and it spoke in the man's soft, deadpan voice. "Hurry."

Peter blinked. Odds and ends. The dog was the psychic impression of what was left once his body was through with what he had consumed mashed together with whatever strange instincts his new form held. That made some sort of sense. He scrambled out the back seat following Cletus.

Cletus no longer looked like he was flaking rust. Perhaps the stint in the murder van had let him reassert his own self-image over Hank's Oz themes. If anything he looked almost like a normal person now. If one discounted the badly blood-spattered work shirt and jeans. The axe had gotten trapped in the wreck, but as he scrambled out after Peter, he pulled out a claw hammer that had managed to stay on the pegboard through the crash. After a moment's hesitation he grabbed the silver handled razors from off the van's floor as well and slipped those into his back pocket.

The dog dropped back down to the ground and chirped happily in that soprano, "At last, my arm is complete."

Cletus glared at the dog and aimed a kick at it, which it nimbly dodged and responded to with a babbled, "Lok bada. Bada Cleee-tus."

Peter glanced over his shoulder and snapped, "Knock it off." He was sure Cain had been right about being close to waking.

Everything was taking on a dream-like quality. Things seemed... less solid. The yellow Brick road continued down the building hallway, leading to a set of double doors made from heavy metal with small frosted glass windows.

There was a wooden sign above the door in heavy block letters that flickered back and forth between "Biology" and "Wizard"

Below it, in smaller letters was written, "Proceed with caution."

Cletus walked past him, taking long strides until he was right in front of the door. He raised his foot and sharply stomped on the lock. An act which caused him to hop back, clutching his foot and cursing luridly.

Peter caught up after a moment and tried the knob.

The door swung open easily.

Cletus gave him a sour look and said, "That just worked cause I loosened it for you."

Peter shook his head and walked in.

The dog gave a nasty little snigger then followed.

The inside looked vaguely like the chamber Peter had spoken to Hank in. The Inner sanctum. A cathedral of flesh, but this time done in tones of green. It was more a quality of the light. Peter and Cletus both seemed to have their own colors washed out and vaguely green tinted.

The longer he stared at the walls and structures in the room, the more he realized it wasn't simply rippling blank flesh as it had been in the chamber. The lines in the material converged and merged forming bodies. One moment it was simply shadows in the curves of the material... the next he could make out entire bodies, all pressed up against one another, like one of those magic eye pictures where the patterns interlocked. He couldn't make out any heads among all the bodies. Necks ended in the folds between other bodies, hiding anything past that point, but all the bodies seemed to be smoothly interlocked. Differing skin color grouped together in patterns forming intricate, swirling designs on the walls. Like human shaped Penrose tiles.

At the far end of the room was an immense raised platform of twisted flesh above which Hank's face floated. It was his original face, expanded to the size of a pick-up truck and wearing an expression of weary exasperation.

It looked a great deal like Hank in his own memories, but the blonde hair looked thinner and his hairline was visibly receding. Or that could just as easily have been a trick of perspective, given how huge the head was. The eyes blazed green and was giving everything the surreal green color to everything in the room. That struck Peter as strange, since Hank's original eye color was blue and all the other infected that had glowing bits always simply glowed red.

Granted, this was all in their collective head. If he wanted his eyes to glow green, Peter supposed it wasn't too terribly strange.

"Hello, Peter." It was the pleasant baritone again, but this time with the volume cranked up to an intimidating, though not brain breaking degree.

Cletus spread his hands and challenged, "What am I, chopped liver?"

Peter simply continued to walk up to the platform.

"I must admit," Hank continued, "I didn't expect to find anyone else in here."

"Connors thought you figured out I could consume minds." Peter replied in a level tone, not slowing at all.

"My understanding was that the dominant mind would simply take apart the weaker ones and take what knowledge they possessed. Precisely as your mother did to Ed Whelan. What you in turn did to him." Hank replied mildly. His immense head inclined slightly, "As I will now do to you."

"Like hell." Cletus replied grinning savagely.

"You tricked me." Peter snarled.

"When I asked you to kill me, Peter, I was sincere. I fully expected to die by your hand. Being in your body is a new opportunity. One I cannot allow either of us to waste."

"It's my body."

"No, it isn't. No more than it was Ed Whelan's. Or Cletus Cassidy's. This body is your mother's creation." The blazing green eyes roamed the room, "It is an incredible feat that she's accomplished here. I hadn't even realized she'd unlocked the Richard's cipher. There's so much knowledge in your head that you can't even see."

"It is still my head!" Peter replied hotly, "I am still fighting against her-"

"You are not ready. You can't possibly be. Not without becoming something other than what you are. Unfortunately, you are far too strong willed for that." Hank continued in his mild voice. "Peter, you simply aren't ready to kill the way you will need to. You can kill in extremis. Or when pushed. But Jessica... she herself will never push you that way. You will end up trying to save her, but Jessica can't be saved Peter. She will always seem an innocent caught up in things outside her control, but the only way to stop her is to kill her."

"Maybe that's how you see her. I'm not you. I can deal with her. I don't need you in charge."

"No. You can't, Peter. I'm in our mind. I see you for what you are. You're a good boy, Peter Parker. Perhaps you could have become a good man if things had gone differently. But this is beyond you. I can take this burden from you."

"It's my body!" Peter snarled once more, coming within ten feet of the platform.

"And I will take good care of it." Hank replied mildly. "You need to stand down."

Bodies, their skin tainted green from the light began detaching from the floor and walls. At first they really had no heads. Simply long, cables of flesh that reached from where they had removed themselves. The cables snapped and the stub on the neck molded itself into the faceless heads they'd seen outside.

The dog barked suddenly, in Cain's voice. "Danger! We're in danger!"

Peter snarled back, "I can see that!"

"Not from him!" The dog called out. "Scenting gun powder. Gun oil. Reflexes are kicking in."

Peter didn't know what to make of the dog's declaration and simply began dodging between the faceless bodies.

Cletus was swinging his claw hammer wildly at the onrushing faceless.

Peter didn't feel the reflexes in this body. This one... this mental image of himself moved exactly as he wished, lighter and faster than his real one, but the effortless reflexive combat skills weren't there. Worse than that, his strength seemed to be of no use. He swung a fist at one of the faceless beings, only for his hand to meet little resistance and get caught in the jello-like material.

Cletus gave a disgusted sound and grabbed hold of Peter's shoulders, then kicked the faceless thing off his arm, before following it up with a vicious swipe of the claw end of the claw hammer which somehow tore the thing's head off.

The ingrained martial arts reflexes Peter had called on and had already begun to instinctively rely on in the real world simply weren't there. He couldn't change his form. He also realized why he couldn't do anything to the faceless things. He didn't really want to hurt them... so he couldn't.

Cletus on the other hand, gleefully tore into them with the hammer and razor and feet and teeth.

Much as he hated to admit it to himself, he didn't even really want to kill Hank. Just get him out of the driver's seat. Granted, his body and mind would then digest what was left once he had control back, but that felt less direct.

The dog turned to him and replied in a drawl, "He still ends up dead. You just won't feel so guilty."

Everything in here was still part of his mind. Some part of him... the part that Cletus was covering up for... did want to kill. Wanted to do it happily. Reveled in it.

Blood was splattering everywhere now. The faceless things were ignoring him, but they were beginning to dogpile Cletus as he was the real threat.

He could feel his temper and frustration rising once more and the surreal dream-like quality heightened. The dog... or Cain... was right. There was danger. The tang of those scents was filling his nose and even as he moved he could feel he was also lying down.

Hank's expression remained mild, but there was obvious triumph there. The edges of the scene seemed to be getting fuzzy.

The fuzziness collected right above the platform where a beam of light shone down on Hank. Ludicrously, where the light touched on the top of Hank's head began to inflate, the receding blonde hair disappearing until the top of his head began to resemble a hot air balloon and the rest of his face was turning into a gondola where a human-sized Hank, dressed in a top hat and a green suit was waving to him.

Donna's voice came from the dog now. "That's it! He's waking up. You need to wake up with him or we're going to be trapped."

They needed to get past the crowding faceless. He didn't have the powers he normally would have... but the dog did.

He focused his attention on the dog. The dog was part of his mind too. His instincts. His own self-image seemed solidly that of... well... a normal teenager. It had worked for him so far. He'd managed to stay sane. Sort of.

But now... although he had fought them tooth and nail, he knew on some level he had needed them to in order to survive. He was going to have to trust his instincts.

He would need help from the dog.

Some of the faceless surged once more, closing in on him. With Cletus completely surrounded, they could spare the attention now. Peter danced back, away from their grabbing hands. He'd need them off his back first. Then he'd need to catch up to Hank.

The hot air balloon was closing in on the circle of light. Dream logic. Peter knew that was wakefulness without knowing how he knew. He had to get there.

The dog eagerly bounced in front of Peter, defiant and tiny in front of the faceless horde. It suddenly took a deep breath and its body swelled immensely. Peter was vaguely reminded of a frog, but then it's lower jaw split open, distended and unfolded. Ed Whelan's face superimposed itself for a moment.

There was a disturbing noise that was somewhere between a cough and a sickly wet gurgling noise. Like how Peter imagined it would sound for someone coughing up a chunk of lung.

The dog spat through it's bifurcated lower jaw, expelling an immense, bilious yellow glob that smashed into the approaching faceless.

It resolved into a humanoid form as the yellow fluid dripped clean revealing what was unmistakably Cain. He looked far less like a Hunter and more human now, but his form was still huge and hugely muscled. Now he was actually dressed in a Gentek security uniform. The mane around his shoulders was gone as well and instead he sported a head of leonine brown hair.

The dog barked and spat again, producing another glob that slid to a stop on the ground in the form of what seemed to be Donna, except her features had evened out somewhat. She looked less like a patchwork woman and simply one who had a multi-ethnic heritage. She was also dressed in a Gentek uniform and sporting a large, unfamiliar pistol which she began using on the Faceless.

"The whole noble sacrifice thing doesn't work as well when you just get bits recycled back." She said brightly, then shot a Faceless point blank where it's mouth would have been.

Cain barked, "Go. Now." He grabbed the nearest faceless by its ankle and began using it as a club to smash aside the others, clearing a spot around Peter.

Donna took a shooting stance, now that she had the space to actually take proper aim and shot at the balloon several times. Peter saw visible leaks where the canvas material tore where she'd hit. The balloon's rise was slowing, but not enough.

That needed to stop. Peter looked at the dog and concentrated on that thought. The dog's jaw had folded back to normal once more, but it took another deep breath, then opened it's mouth wide aiming up at the still rising balloon.

A red light erupted from the mouth, flaring briefly and sending Peter stumbling back when the light was followed by a thunderous crack of sound.

That was followed by another red glow around the dog as the floor underneath it cracked as though under a tremendous weight.

From the dog's mouth, a cable of flesh stretched out, tipped with a blade that had sunk deep into the gondola under the hot air balloon. Hank could only watch incredulously as he realized that the dog had anchored the balloon.

Peter leaped up and ran on the thick cable of flesh holding the balloon in place. Perhaps he couldn't make talons of his feet, but here he was still sure-footed. His balance was still perfect. He could move as he wished.

And he wished to run up the cable to get to Hank.

Hank didn't bother trying to talk any further.

Hank began climbing the ropes securing the gondola to the balloon itself. Peter realized he was faster than the former Hive. That made sense as well. He hadn't needed to know anything about physical movement for decades. His sense of self probably wasn't used to thinking in these terms.

The dreamscape battleground was actually less advantageous for Hank. He wasn't used to being something other than architecture and a big giant head. While awake the battle was purely in the abstract. Straight will against will without the maneuvering that imagination could bring to bear.

Peter ran faster, bounding up the anchoring cable and leaped, catching hold of the net of ropes that secured the balloon. Hank had clambered up and was almost to the top. From there it would only be a matter of stretching up to touch the light in the ceiling.

Peter got as good foothold as he could on the net of ropes surrounding the slowly deflating balloon and launched himself at Hank, just as he stood and reached up.

The circle of light blazed.

- - -

His eyes opened slowly.

The scent of gunpowder, gun oil, metal and waffles filled his nose.

He itched to move. There was a taste of danger in the very air.

There was a cold metal circle pressed delicately to his throat.

He froze.

In the dim light that filtered down to the Stacey's basement, highly adaptive eyes shifted to see clearly in the dark.

MJ Watson's pale face stood out in the darkness. Her expression curiously blank and empty save for her eyes which blazed with anger. He could see the barrel of Gwen Stacey's shotgun extending out from him to the stock which was pressed into her shoulder.

"What did you do to Peter?" She asked in a harsh whisper.

"MJ... wha-" Hank began to ask, trying to put as much of Peter's confused tone into his voice as he could manage. The boy seemed to revel in sounding confused.

"No." She snarled, pressing the shotgun barrel harder into his throat. She had it aimed right in the hollow of his throat, right at the soft tissues. Unexpected calculations ran through his mind telling him that at that distance, if she so much as twitched her finger, the spray of shot would go up through his head, unhindered by any bone and into his skull, shredding delicate neural tissue. The body might be able to survive that... in fact experience had shown that it probably would... but it would also necessitate some time incapacitated. During which time anything could be done to him. This body was tougher than his old one in some ways, but it was not invulnerable.

She continued through his silence, her voice furious, despite the placid non-expression in the rest of her face. "I don't know who the hell you are, but you do not get to call me MJ. Peter calls me MJ, but you aren't him."

Hank forced himself to stay still as a fierce, giddy joy suddenly ran up his spine. A wordless, amused sensation that could perhaps only be put into words as, _"That's my girl."_

"Why do you think I'm not me?" Hank asked slowly, trying to gauge if he could move his head out of the way faster than she could pull the trigger. He did not like the answers that came back.

The wordless amusement in the back of his head continued.

"I saw you in the bathroom." MJ replied. "I went after you to make sure you were okay. I saw you talking to yourself in the bathroom mirror."

Something in his expression must have betrayed his surprise because her eyes hardened. "What did you do to Peter?" Her voice remained flat and hard. Hank was having issues keeping her scent from distracting him. It was almost as bad as Jessica...

"You saw me in the bathroom and you waited until now to confront me?" His body's internal clock warned him that hours had passed. He had been sleeping for some time. He tried to press the absurdity of her statement, but Peter's voice just simply didn't carry the same tone of gentle, chiding tone he could manage with his old voice. It came out with an unmistakable whine.

"I didn't want to upset everyone else." She replied.

"I am Peter." He insisted, "You did the exact same thing that first night we really met. Except you've traded the baseball bat for a shotgun. Does Gwen know you have that?"

"She's letting me borrow it." Her jaw tightened for a moment and there was a flash of teeth.

He tried his luck with something else from Peter's memories, "Is the safety still on?" He asked in a sly tone.

He expected her to check, but she never wavered. "I checked before I came down here, thanks." She replied coolly. "I know Peter can get memories from what he eats. Telling me something only the two of us knew about? That's not going to convince me. And you're trying to distract me by talking."

"What do I need to tell you to convince you I'm me?" Hank snapped.

"You already convinced me you aren't him. Even if I hadn't seen you earlier," She said carefully. "Peter would've made some sort of bad joke by now to cover up his nervousness. Not you. You're too cool. You keep trying to push my buttons. Peter wouldn't do that."

Hank asked carefully, "Are you sure? You've only known me a couple of days."

Her expression changed only slightly and the furious anger in her eyes blazed briefly across her face. Her voice turned harsh and ugly. "I know Peter Parker. You aren't him."

_She's right. You're a lousy me._

Hank recoiled internally as Peter's voice came across clearly in his mind.

MJ shoved the shotgun barrel harder against him, her expression no longer controlled. Hank saw murderous fury there as she continued speaking, her finger about to tighten on the trigger. "Peter loves me. Peter would never hurt me. You aren't him."

She's... kind of terrifying, Hank admitted.

_Yeah, she is. It's also kind of cute._

She'd be shooting you too, you know. This body's seat of consciousness is in your head. She damages that, there's no telling if either of us is going to wake up in charge. You need to help me convince her not to shoot.

_Give me control and I'll see what I can do._ Peter hedged.

You're... I can tell you're trying something. No.

Hank murmured hurriedly, "Think! Think about what you're doing! If you shoot me... what are you going to tell everyone else when they come down here and find you standing over my body?"

MJ shook her head, the expression draining from her face, but her aim never wavered. Her voice had come back to cold and dead from its earlier murderous heat. "I tell them Peter was infected. I'll be crying and traumatized. I just tell them you tried to attack me. I had to protect myself."

Hank blinked, appalled that she'd already considered that.

"No one will doubt me. Especially not once your body starts twitching and moving after I take your head off. I'm sure they'll be happy to help me douse you in gasoline and set you on fire. Gwen's dad has a huge barbecue pit in the back yard."

Hank swallowed nervously. Unfamiliar emotions running through his mind and sending strange impulses through this body. The Hive body didn't have all these messy hormones. None of this instability or uncertainty. He turned his mental attention to Peter, frustration and fear evident in his mental tone.

Make her back off.

_Let me talk and I can. _Peter assured him.

One moment he had been sitting right behind the eyes, watching helplessly while Hank had control. The next he could feel his face again. And feel the shotgun pressed into his throat. He was mostly numb from the neck down and could only assume that Hank had kept control. That was fine. He could work with that. There were still threads of control and whispers of sensation. It would have to be enough.

"MJ-" Peter began to say, but she cut him off.

"Stop calling me that. What. Did. You. Do. To. Him?"

"We really have to stop meeting like this." Peter said, giving her a sickly smile.

She frowned, the blank expression on her face giving way to confusion. "Peter?"

He licked his lips and spoke hurriedly. "It's Hank. He's in here with me. You need to get out of here. Get everybody and get out. You'll be safer away from me."

She relaxed. Just a tiny bit. A fraction of a second's hesitation. That was enough.

His hand blurred, catching hold of the barrel and tearing the gun away from MJ.

She stumbled back, falling off the bed with a yelp of surprise.

The gun was in his hand now, tendrils of flesh from his arm had spread into the gun's plastic stock and grip. He had the weapon aimed carelessly with a single hand at MJ's head.

The arm began to tremble.

"Let her go." Peter roared and the hand dropped, but couldn't let go of the shotgun since it was half-melded into his arm.

"What are you doing?!" Hank's voice, suddenly snarled out. "She's a danger to us. She needs to be dealt with. All of our instincts are screaming for it."

"You were scared and humiliated by a teenaged girl. Let her go. Let them all go." Peter's voice was level and sounded far more self-assured than he felt.

"Peter... you're in there with him?" MJ asked softly.

"Yes," He ground out, still fighting against Hank's control of the rest of his body. Violent twitches began running all over their shared form. Somewhere in the process, the rest of the shotgun had vanished into his arm, but the barrel and other metal bits had fallen to the floor.

"No. I'm going to kill her. She has to die, so I can deal with Jessica." Hank's voice had lost its smooth control. There was hunger now and feral rage. "Dammit, Peter. Stop fighting me! We cannot afford the distraction!"

Peter snarled wordlessly, but finally he spoke, his voice remained tightly controlled. "I'll make you a deal, Hank. Get them out of here. Get them somewhere safe and I stop fighting you."

"You'll let me have control?" Hank asked incredulously.

"It's that or I fight you tooth and nail for every inch of this body." Peter replied coldly. "You didn't manage to bury me in the dreams. Your every moment is going to be spent trying to keep me from taking my body back." Their head tracked slightly and glanced at MJ, the expression in the eyes was definitely Peter's. "If they're safe, I won't care anymore. That's all I want. You can do whatever you want. You can consume my consciousness."

MJ rose to her feet, her expression stricken, "No, Peter! No!"

"You should have told me sooner." Hank's voice came from Peter's mouth. "Deal. It will take one phone call."

Peter watched in fascination as his palm blurred and unfolded, leaving his cellphone to push free of his flesh. That moment of his distraction was enough for MJ.

He toppled onto the bed as MJ suddenly launched herself at him, tackling him, with her hands on either side of his neck.

Before either mind could formulate any sort of response, she'd already moved to the next part of her assault.

She kissed him.

Hard.

Hungry.

Desperate.

Delicious.

The body began to respond, but it also began to unfolding tendrils, blurring black and red gliding over her body, flicking across her skin. Reflexes kicked in with no conscious control.

Delicious.

Feed.

The shared mind could taste the material of her clothes beginning to fray apart. Dyes and cotton and spun polyesters picked apart and absorbed as the feeding tendrils went to work. Then from there to the body beneath.

Hank was momentarily frozen, but Peter knew what was happening. He understood it. He'd fought through the process before. Hank hadn't cared. Just that the body had gone into a feeding frenzy. Something... delicious. Hank hadn't had actual flavor of any sort in decades. He couldn't resist. He didn't even know how to.

Peter did.

It was a matter of seconds, but Hank was too distracted to put up a fight and Peter... Peter was much more desperate. His terror at what could happen to MJ gave him strength. Firmed his will.

He'd fought hard for his own sake, but Hank was going to carelessly allow his body to consume someone Peter cared for.

That was simply not going to happen.

He tore into Hank, ripping him away at his control. Tearing apart his sense of self... as Peter rose up so too did his instincts and his control of them. He gave the mental equivalent of a sharp tug on the collar and his tendrils folded back, recoiling away from MJ sharply, although he was mildly surprised to find that one of his hands had tangled in her hair and the other was around her waist... and he was kissing her back.

There was groan deep in his throat. A noise of denied hunger and unsated appetite. His entire body quivered, as tendrils ached to unfold once more.

Peter pushed MJ hard off of him, sending her flipping entirely off the bed with another pained yelp. He grit his teeth, breathless and panting as the trembling stopped.

There was no rush of memory as the mind was subsumed. Just the feel of his mind settling. As though the memories were easily slipping into appointed places within his mind. He could feel himself filling up with information. Knowledge pressed at his mind, eager to be called up.

He shuddered and rolled over wearily, with his head over the edge of the inflatable bed, still panting and stared at MJ who was inelegantly sprawled on her back on the floor.

He hadn't really been able to pay attention before, but he realized that she had been wearing a robe. The robe was a shredded mess. The over-sized shirt she had underneath wasn't quite as badly torn up, but she was just barely managing to maintain her modesty.

He felt some small part of him stir at that, but the rest of him was just too weary to really respond.

"Are you nuts?!" Peter growled at her. "I... God, MJ. I almost ate you!"

She was also panting breathlessly, but at his words, her face lit up. There it was again. That perfect childlike trust he'd seen on her face when he'd saved her on the stairs. That pure adoration.

"I knew you wouldn't, Tiger."

He shook his head, "You couldn't have known that was going to happen! You had no way of knowing I'd get control back."

She looked into his eyes, then shook her head. "Of course, I did, Peter."

Peter scowled down at her. "You weren't counting on the power of love keeping you safe were you?"

"No," She shot him an expression of amused exasperation. She shook her head as she sat up and took one of his hands in both of hers. "I was trusting in Peter Parker to keep me safe."

He swallowed, getting more uncomfortable.

"You promised," she said as she rubbed his hand against her cool cheek. He could see a small flush across her face even in the semi-darkness.

He sputtered, "What?"

"You promised you'd protect me." She replied quietly and kissed the palm of his hand.

She was so cold.

"That... that was it?"

She flashed a small teasing smile. "You keep telling me I'm delicious. I also know you'd never let yourself hurt me."

"Just like that." He stared.

"Just like that." She whispered back quietly. "You're strong, Peter. Stronger than anything I've ever seen before." There was something else she hadn't said, but Peter could almost see the unspoken thought in her mind. _Strong enough to save me._

"MJ..." Peter choked down the rest of his objections and insisted on the main point, "I could have killed you. I could have eaten you."

"But you didn't." She said with finality. There was a long moment of silence between them, before she added. "I'm cold."

"Uh... I think I still have the blanket here..."

He barely had time to finish saying it before she'd already clambered into bed with him and wrapped herself in the blanket, but she still hadn't relinquished her hold on his arm. He was distinctly aware of how torn up her shirt and robe were as her body pressed against his bicep.

He wanted to tell her that she terrified him. He wanted to say that, but at the same time, he didn't know how to say it to her. Her complete trust in him was... unnerving.

"Um... what do we tell our aunts if they catch you down here?" Peter asked awkwardly.

He saw another flash of her teeth. "I'll just tell them I tried to seduce you, but you were being annoyingly noble and chaste."

"Well, I am pretty noble," Peter murmured. "And I did get chased around a lot today."

"See? That's the kind of bad joke I expect from you." She nuzzled into his shoulder and sighed happily. "So... how was your day?"

- - - 


	48. Chapter 48

- - -

There was brief confused moment of transition between sleep and waking when Peter wasn't entirely certain of what was going on. He didn't know quite what to expect on waking up.

There had been dreams again. Thankfully they were no longer Wizard of Oz themed, although he was fairly certain someone was singing in Broadway show-tunes in the background.

Finding MJ curled up into a fetal ball and sleeping halfway on his chest, was not what he expected. She was more or less fully dressed again, having snuck back up to the living room for a change of shirt before she'd come back down. She let him eat the half-shredded shirt the rest of the way and he'd ended up falling asleep 'wearing' it.

He didn't want to admit how much he'd actually enjoyed consuming that shirt.

Well, he could tell that she could tell and was clearly happy about it.

At least it let him avoid thinking about how close he'd come to actually consuming her.

That just made the current situation, with him stuck under her all the more disturbing.

Her sleep tousled hair was almost entirely in his face and smelled incredible.

His instincts had almost run wild last night and he still couldn't entirely trust himself so close to her. He was sure she'd only had an arm when they'd fallen asleep. Having her on top of him was a bit much for his already overstressed instincts.

But, she did smell so very good.

Women should not smell that good first thing in the morning. Disjointed memories of other men and other lives told him that as a rule... they did not.

He briefly nuzzled into her hair and kissed the top of her head, earning a happy, sleepy mumble from her before he tried to work out how to get out from under her without waking her up.

Awkward.

He took a deep breath, in the process filling himself up with her scent once more as he tried to gently maneuver her off of him. She gave a sleepy protest, but he managed to get her head off his chest and onto his shoulder before his enhanced hearing caught movement above. People in the kitchen. The scents marked it as Aunt May and Anna.

This brought fresh urgency to his need to escape, as being found in bed with MJ would look rather bad.

_They would have passed the couch on the way to the kitchen. They already know she isn't there._ His voice drawled in his head.

There's a world of difference between not being there and being in here. He told himself firmly.

_For someone who's been through as much crap as you have, you're kind of a wuss when it comes to your Aunt, aincha? _Cletus's voice laughed.

I thought you were dead.

_Y'don't need to sound so disappointed, y'know._

I was not.

_I AM dead. I've been dead since I first showed up in here._

I meant Hank's memory things tore you apart.

_Pfft. You heard Donna and Connors. All us voices in here? We're just bits and pieces. You can pull us apart, smoosh us together, gobble us up. Don't make a difference. From a certain point of view, we ain't even really real. 'S'all good. As long as you need us we're gonna keep showin' up._

Why do I need you?

_Well, someone's gotta give you the practical answers._

Your practical answers generally involve killing things and eating them.

_Just so._

I am not eating MJ to get her off of me.

_It was just a thought. Thought, I'm really not sure I want her in here with us. She's kind of scary, man._

Desperate to move off that topic, Peter thought back, Does this mean Hank's still in there somewhere?

_D'you want him to be?_

No.

_Then y'all better stop thinkin' about him then._

That... made sense.

Peter sighed and pulled his attention away from his internal... was it a dialogue if it was a dead man's voice in your own head? Particularly given that it was one that you'd been assured you had made up?

Desperate for a distraction or at least some inspiration to move MJ, he chanced to overhear the two women at the kitchen table. That hadn't been particularly difficult. His hearing was very good now.

"... your fussing, woman. I'm fine. It still twinges, but I can live with it." Aunt May sounded snappish, but it seemed good-natured. Peter imagined she was smiling.

"Well, we need you in one piece, dear," Anna replied back airily, "You're the only one here who actually knows how to cook. Also, with you up and about, I can stop pretending to be in charge."

"Pfft. What, you want me to take charge here? You've done pretty well so far, Anna. Don't sell yourself short." Aunt May's voice was cheerful.

"May, I have no idea what I'm doing. One minute, the biggest thing I had to worry about was getting the funding pushed through for the Roxxon Oil buyout, the next thing I know, I'm in charge of three teen-agers and a drugged up invalid while mutant... things that used to be our neighbors are going crazy and the army is shooting everyone."

"I'm not an invalid." Aunt May sniffed, choosing to focus on that part of what she'd said. "And those pain killers always do a number on me, so stop feeding them to me and I might actually be able to stay up."

Anna sighed, "I just... how was I supposed to know picking up my niece to sleep over was going to turn into this?"

"Don't give me that. This is hardly your fault. There was no way you could have known this was going to happen." Aunt May sighed. "If... if I hadn't gone with you, I probably would have died with Ben..."

"Then Peter wouldn't have had anyone. You can't think like that, May." Anna's voice had become insistent. "I'm just wondering if maybe we should've taken MJ to somewhere other than my place."

May replied, "After having met your brother, I can understand why you wanted to get her away from him, but you didn't and here we are."

"Is it sad that MJ might actually be safer in the middle of a zombie outbreak than she would have been with her own father?" Anna's voice had taken an unfamiliarly bitter tone.

"Well, he was with the police at the station where all this started happening," May said and Peter noted that there was a certain vicious relish to her tone.

Anna replied pointedly, "So was George. And Peter says he's fine."

"Yes, well," May made a dismissive noise, "Your brother is no George Stacy."

They shared a laugh.

"I'm still amazed that Peter is actually getting news from inside the quarantine area," May said, her voice dropping.

"Some people need pressure to show what they're capable of." Anna replied slowly. "Gwen told me that Peter said he had some sort of override code or something from his father's Gentek stint to get through the military's communications blackout."

May gave a small noise of surprise. "Well, we were keeping some of his parents' papers in the attic for him after their old house was sold. I'm surprised he managed to find them." There was a small, half-choked sob.

"May? May, what's-"

"Sorry... it's... it was just Ben..." She half-laughed, half-sobbed. "He promised that he was going to clean that damned attic up this weekend. I stared... I started to remember that and... I... it... I... I keep forgetting he's gone." She sniffled, "I'm still wrapping my head around the fact that we can't even go back to the house."

Peter turned his attention away, his face burning with shame at having heard- _Eavesdropped_, his own voice drawled- in on his Aunt's grief.

In the background of his mind, he could feel things shifting. It wasn't the mess of gibbering and unpatterned chaos anymore back there. He could faintly hear hold music play briefly as he felt connections forming. Pulling together in a web of information. Cross-indexed entries into memories both his and stolen, tracing out strangely branching paths.

He blinked as he felt his mind blaze through the connections in a moment, Hank's influence, he guessed. The legacy of a mind that had taken up a building. A spiderweb of indexed thoughts and cross-connected knowledge.

Peter's mind latched onto Anna's words as he glanced back to MJ. She wasn't any safer in the middle of a zombie outbreak. None of them were safe by any stretch of the definition.

But now, he could make them safe.

Memories cascaded uncomfortably, triggered by cross-references from the words. He wasn't consumed by the rush, but they were there, marching clear and strong against the backs of his eyes.

Brian Watson had come to Queens to pick up MJ. Someone had called him and told him something was going to happen. Or that someone had suspected something would happen and the best course of action was to get out of New York as quickly as possible. That it would not be safe. The same someone who had helped him cover up what had happened to MJ's mother.

Which then made it odd that Pym had not known something would be happening. He had suspected about Jessica's escape, but he could not act. He couldn't convince anyone to take action... or hadn't he? Pym had been sending warnings in since Peter's visit to the Bellvue facility.

Perhaps someone had taken heed. Or understood what it meant... but it hadn't been whoever had warned Brian. It had been the 'old man'. leaving that had triggered the warning. Someone understood what Jessica being awake and free meant. Someone who hadn't bothered trying to persuade Thunderhead Command, but had chosen to run.

Peter couldn't really blame them. Forest Hills looked like something out of a bad zombie movie... and that hadn't even been Jessica, per se. He had no doubt that if Manhattan had an outbreak, it would be far worse.

He knew these for a fact. Hank Pym had needed to discard a great deal of his knowledge when he'd invaded Peter's head, but he'd still kept a tremendous amount. What he hadn't retained, he'd done his best to back up to Oscorp owned server farms overseas. Peter knew his phone, with it's Ultron upgrades would be able to tap into the information in those servers, but he didn't need to for this. Hank had kept a tremendous amount of outbreak simulation data for Manhattan. If nothing was done about a primary outbreak from the Gentek Tower site, there was a 90% chance of complete Hydra saturation of Manhattan Island within eight days.

That was also assuming an undirected outbreak and a standard Thunderbolts response scenario.

Hank had sent warnings and the Queens outbreak already had the Thunderbolts on high alert, even if they were deployed in the completely wrong place.

So the odds were slightly better.

But not worth gambling MJ, Aunt May, Anna or Gwen on. He knew Gwen wouldn't go anywhere without her father... so he would need to be kept safe too.

He was going to need to have the man pulled out of Thunderbolt custody.

He closed his eyes and gently pressed the fingers of his free hand against his eyeballs. He had to try and stop Jessica.

Something of what he had inherited from Hank Pym told him that he personally had to try and stop the entire outbreak. Pym had felt Jessica was his responsibility. He was the last person who had known her from before her transformation.

He wondered if it were fair that he would try to protect them first and best. He felt his guilt spike over the thought that everyone else who would still be in danger as he tried to put the people he cared about first.

_That doesn't make you a bad person_, Donna's voice whispered. _As much as you can do, you can't be everywhere at once-_

_Unless you figure out how to do the Jessica thing and mind-whammy a whole bunch of infected to be your zombie army. _Cletus interjected with a mental smirk.

_As I was saying! _Donna's voice cooled and snapped, _You can't be everywhere at once. You will need to prioritize. If you can make them safe first, it frees you to concentrate on what you need to do with Jessica._

What little he had seen of Pym's memories about what had happened in Middletown only helped convince him that it was the right thing to do. Hank hadn't gotten his fiance out when he had the chance. His best friend had been caught in the center when Jessica had turned. No one that Hank had cared for had made it out. Peter wasn't going to let that happen.

Hank really hadn't cared about anyone in the specific in the here and now. He simply had felt an abstract responsibility to protect everyone from a Hydra outbreak. Peter's needs were more concrete. Better than that, on top of the changes Hank had inflicted on his mind that had resulted in better organization, Peter realized he could actually get his hands on the resources he needed to evacuated everyone in the house.

Except, he had to find ways to open the necessary doors without giving himself away. He wondered about the paranoia he'd felt about keeping his abilities a secret. Logically he should tell them.

The obvious and logical course would be to tell Aunt May, Anna, and Gwen what he was capable of. That would make getting past the barricade around Queens a simple operation. He could just carry each of them in turn and a quick set of jumps building-to-building and everyone would be out.

Except... he wasn't just logic, was he? There was a stubborn, irrational part of him that clung to Peter Parker and his Aunt May's view of him as normal that he couldn't let go of. It was his safe haven. His shelter from everything else. As long as she saw him as just plain old Peter, he could shrug off everything else that had changed.

MJ knowing hadn't been the same thing. He'd never known her before he'd become what he was. But Aunt May was another story entirely. He didn't think he could take it if she recoiled in fear from him. His powers were terrifying and disgusting things. He was a terrifying and disgusting thing. The human body wasn't meant to be stretched and twisted into forms that laughed in the face of biology and physics. His mind was even worse. A patchwork amalgam of damaged minds giving strange voices to his thoughts to keep him sane.

He held conversations with himself to keep from going crazy. He supposed it worked after a fashion. He was still holding it together. Still doing what he wanted to do. Not having any cravings that involved human flesh.

_Except for the kinky ones and that's just normal for a kid your age, _Cletus chimed in.

He sighed. He needed better company in his head.

Nevertheless, the direct route was out. So he had to be sneaky. And manipulative. Which was not him, but he was willing to do it to protect those important to him.

_Funny how you're more willing to compromise on that, than you are on telling your loved ones the truth. _His voice drawled.

_You realize you're overlooking an obvious problem with this_, Donna said briskly. _While Gwen would never leave without father, May would never leave without you. You can't just get them out and expect her to let you stay._

He winced as he realized she was right. The only way it would work would be if he went with them. At least for a while. He would have to get them to somewhere safe then make his way back.

He had few worries about his chances of bypassing any attempt to keep him out of Queens.

He had the voices. He had the necessary codes from Pym. He was reasonably confident he could get things to work out right...

He raised his free hand and his cellphone pushed out of the flesh of his palm. He wondered briefly if he actually had fully consumed the phone and was rebuilding it using his own flesh, but that made no sense. After all it had a bunch of metal bits and he couldn't do fine color control. The crisp little Starktech logo on the smart phone just made that unlikely.

Except... his wrist was just too narrow for the phone to have passed unimpeded if it had simply traveled down his arm from some other part of his body and he was pretty sure he would have felt it traveling under his flesh. His hand was too small for it to have been kept there. The story would've been the same for the gun that he'd put in his own hand when he'd been fighting the Rhino.

So... where were the metal things that he put in his pockets going and how were they coming back? He guessed it would have to do with wherever he was storing all his extra mass and nearly laughed at the thought of a massive blob of flesh just hanging around in another dimension somewhere connected to his body.

_Focus_, Donna said sharply. _Stop stalling._

He winced then smiled sheepishly. He shifted his throat and allowed the strange new mechanisms in his mind to pull forward a voice... or at least it's vocal patterns... word choice... tone.

He dialed a number on the phone.

"Go for Harry." A brisk, business-like voice spoke. It was familiar and not at the same time.

Peter took a deep breath and spoke with Brian Watson's voice. "Harry? Thank God." Peter replied, forcing exasperation and exhaustion creep into his words, " It's Brian."

"Brian! Are you alright? Were you able to get to MJ? I was sure I told you early enough that you should've gotten out in time." Harry asked, his tone softening to concern. The mental image that was associated with the voice was of a brown-haired man in his late thirties. A man with sharp brown eyes inherited from his father and handsome in the way that only a pampered son of old money could manage, kept tanned and fit by polo and yachting. "Where are you? I've been trying to get hold of you since yesterday."

"I lost my phone during the fuss." Peter replied bluntly. "We're stuck in Queens."

"Not in the quarantined area?" There was an undercurrent of fear lacing Harry's voice.

"No, no... we got out before the military had the place cordoned off. We're still stuck in Queens proper, though. I need your help, Harry." Peter said slowly.

"Of course, Brian. Anything," Harry replied immediately. There was a brief flurry in Peter's mind as that phrase triggered off of other memories. About how desperate Harry always was to help Brian out. Harry that rake, Harry the wastrel... these were mere masks for a man with an almost pathological need to please his friends to compensate for his father's disappointment in him. It was pathetic.

Peter was shocked at just how much of Brian Watson had still stayed with him. Admittedly, without Hank's influence, he probably never would have even known what he knew. It didn't alter his own feeling towards Brian. The man had been human garbage and the cynical, mocking assessment of his best friend certainly didn't score Brian any points with Peter.

Especially considering how he hadn't had any real friends before MJ.

_Focus_, Donna chided once more. _He's waiting for an answer._

"I need you to get us out of here, Harry," Peter in Brian's voice replied, his voice shaky.

"I've been hearing some reports. How bad is it?" Harry asked carefully.

"It's horrible. People going crazy... people turning into things... eating other people. " Peter didn't have to fake the shudder that ran through him.

"What?" Complete and utter confusion.

The urgency in Brian's voice coming from Peter's mouth had hints of Pym. "Whatever reports you're getting? They aren't telling you anything useful, Harry."

Harry clicked his tongue and asked, "Where are you exactly?"

"Just a few miles north of the Forest Hills area." He rattled off the address into the phone.

"Is it just you and MJ?" Harry asked. Peter could hear scratching in the background. Harry was obviously taking notes.

"It was supposed to be... but things got complicated." Peter said. He realized that Brian was more than his temper. The man was a liar. Well, he'd been a lawyer. That amounted to the same thing.

"Complicated?"

"Complicated. We also need to get my sister and her two neighbors out. And there was a cop..."  
"Brian, is now really the time to get back at a policema-" It had the exasperated tone of something that had been brought up before.

"No!" Peter said sharply, almost in his own voice, but he caught himself and continued, "One of the cops helped us get out. He got caught when the barricade went up. Near as I can tell, the military have him, but I don't know where exactly. His daughter is letting us stay at their house. I need to get them out too."

"Ah. That's... surprisingly noble of you." Harry said in surprise.

"Not after having seen what I've seen, Harry," Peter replied roughly. "You wouldn't want to leave anyone in there."

Harry made a small choking noise. "You don't want to get everyone out, do you? This... whatever it is... is big. Not even the old man seems to know what's going on. That's a first for him."

Peter paused, trying to remember what Brian had known about Harry's father, but all he could recall was that the man had been sickly, filthy rich and had disliked Brian. Peter replied hastily, "No, no. I don't care about everyone else, but I owe George Stacy and his kid."

"Alright, I hear you, I hear you. So seven people in all?" Harry asked.

Peter almost corrected him, but realized that he had to count himself and Brian separately. "Yes. Seven's right."

"I'll see what I can do, Brian." He said cautiously, but his tone was confident. "Queens is a no-fly zone for civilian aircraft right now. So I can't just send a chopper in. Let me pull some strings and figure out where this hero cop friend of yours is."

"I appreciate it. Thank you." Peter's reply came through relieved.

"No problem, Buddy." Harry's voice caught briefly but he continued. "All day yesterday, I thought you were dead."

"Nope, still alive," Peter said, trying to be reassuring. "Can't get rid of me that easily." He laughed.

"I'm really glad then. I'll give you a call back once I have some more news. Is this number alright?"

"Yes. Thanks, again."

"Anytime."

Peter hung up, feeling much lighter. That would take care of that. He would still need an excuse for why Brian would stay behind, but he had some time to come up with something. He didn't expect there to really be any issues with them discovering that he was infected. Their main method for detecting Hydra infections besides blood tests involved using Trackers. Since everyone was distrusting them now, thanks to Hank's own warnings, Peter was sure he needn't be too concerned.

He allowed himself to relax, his throat blurring in black and red to return to normal when something caught his attention.

_Trouble_, the Cain's voice murmured in his mind, pulling sharply into focus the change in MJ's breathing.

Peter turned his attention to her and could feel the difference. The relaxed, dreamy lassitude of her sleeping on his shoulder had turned into tension. He could feel her muscles taut against him. Ready to spring away.

She whimpered, deep in her throat and he could feel her curling up tighter. He wasn't sure what had happened, but he shifted slightly, bringing his other arm around to hug her.

That just made her tense up even more and she began to shake. She was terrified. Her entire body had locked up from the fear.

"MJ, what's wrong?" He asked gently.

She looked up sharply, her eyes wide and stared into his face. "I... I thought my... he's dead, right? You killed him?" Her voice was a thready whisper as she clung to him... but that felt conflicted. As though she were trying to decide between holding him and pushing away. Her voice was still soft, but it had a panicked edge to it. "You killed him. You let me watch you do it."

"What're you-?" He began to ask, but caught himself and realized what it was. She'd heard him on the phone. She'd heard him speaking with her father's voice. Cascades of memories were trying to load in the background... what associations the thought had triggered, but he'd focused entirely on her. "No, he's gone, MJ. He's not going to hurt you." He reached up to stroke her hair and she flinched. Or she would have, but the half-flinch stopped sharply, as though she'd caught herself and frozen. She was still stiff and terrified. She hadn't allowed him to do it because she'd wanted him to.

She'd let him because she knew that if she didn't it would be very bad for her.

He felt vaguely sick at that realization.

"It's me, MJ." Peter said gently, pulling his arm away, letting her have her space. "I was just using his voice."

"Promise?" She asked in a tiny voice.

"I promise."

"He... he said he was alive." She pressed, her eyes wide with doubt, "That I couldn't get rid of him-"

"That was me," Peter cut in, continuing to keep his tone gentle and mild.

The suspicion in her eyes began to soften and she said, "But you don't know how to lie."

He felt a flash of irritation at having that mentioned again and suddenly her face seemed to relax.

"What?" He said in confusion.

"You did the face." She said with a relieved smile.

"What face?" No less confused for her answer.

"The pouty face thing Gwen was telling me about. She had pictures of you doing it from when you were ten." She giggled softly but it was thready and borderline hysterical with relief. "It really is you, right? And he's gone? Really, really gone? You're you and not him."

"Never him." Peter replied softly.

"Who was that on the phone?" She asked, relaxing slightly, but her voice was still soft. .

"Your dad's friend. I'm trying to get you guys out of Queens." Peter replied.

"Frie-" MJ looked confused for a moment then blinked, "Mr. Osborn?"

"Yes," Peter nodded. "Harry Osborn."

- - -


	49. Chapter 49

"I understand wanting to get us out of here. I really do, Peter... but I don't think you've thought this through all the way." MJ said with a vaguely amused smile on her face.

"What are you talking about?" Peter replied defensively. "Harry Osborn has a lot of pull. If anyone can get us out of here it's him. It's a good plan."

"Is it?" MJ challenged, "So when whoever it is Mr. Osborne sends shows up, are you going to be wearing my dad's face?"

"Uh..."

"And if you were planning on doing that," She continued, jerking a thumb towards the stairs, "How were you planning on explaining being him and not you when we make our escape to my aunt and yours?"

He flailed around for an answer before realizing that... no. He didn't have one.

"Cause if you're being my dad, you wouldn't be you and you know your aunt's never going to leave without you, right?"

He sighed and drooped. "Okay, you're right. I have no idea. I was kind of hoping it would just work out."

She hugged him then laughed lightly. "It still can."

He looked at her and blinked. "You have an idea?"

"I know Mr. Osborn." She said simply.

"Oh."

"Yes, 'oh'." She giggled.

His phone rang.

Now normally that would be a simple enough thing, having your phone ring in your pocket. Except that despite appearances, he actually was naked and there were no actual pockets. He could hear the ringing, but at the same time knew he wasn't hearing it near him so much as it was... inside him somehow.

"What is it?" MJ asked, puzzled.

"You don't hear that?" Peter asked.

"Hear what?" She frowned.

Peter held his hand out. Tendrils flailed briefly across his palm and suddenly the phone was in his hand and ringing loudly.

She blinked then said slowly, "That's... I was about to say weird, but then I realized it's not even in the top ten list."

"It's Harry," Peter said looking at the caller ID. "What do I tell him?" His voice had risen slightly in mild anxious panic.

"That was fast." MJ said. She took the phone from his hand and he noted with some interest how the plastic backing on the phone felt as it was almost literally peeled away from the skin on his palm. If he had to compare it to anything, it felt like it had been glued on and then gently pried away.

"Now, please allow me," She said and held the phone up, took a deep breath, closed her eyes then tapped the answer button.

"M-Mr. Osborn? Y-y-yes. It's Mary Jane." She said in a hesitant half-sobbing tone.

Peter blinked and he heard Harry's voice ask, "Mary Jane? Where's your father?"

"I don't know what dad went." She said with tiny hiccup, her voice small and meek and helpless. Peter could see her cynically rolling her eyes as she spoke, but on just the basis of her tone he was all but convinced she needed any help he could provide. The effect on a man that he knew had a weakness for helping people... it would probably hit him like a ton of bricks. "He... he said he had to go get something. He gave me the phone. Told me you were going to call."

"Why would he-?" Harry began to ask.

"He said you could get us out of here." MJ continued, cutting Harry off.

"Yes. Yes, Mary Jane. I'm working on it..."

She made a sniffling noise that was audible on the phone and cut him off again, "I'm so scared, Mr. Osborn. There... there were things out there. You need to get us out of here." She whimpered into the phone even as she winked at Peter.

"Don't worry, Mary Jane. I'll get you out. The problem is that military has almost everything locked down. If you could get to them I can make arrangements for a transport right now... but I'm still trying to get one of our security teams through and this Talbot bastard's being obstinate." There was a faint edge of frustration to the man's tone.

"But you can get us out? All of us? If we get to one of the barricades ourselves?" MJ managed to keep the excitement out of her voice, keeping it still sounding scared, but eager... even desperate.

"I've already got arrangements made to evacuate this George Stacy person who helped your dad." Harry replied. "I don't want anyone exposed to any more danger than ne-"

"It's okay, Mr. Osborn!" MJ cut him off again, her voice now truly eager. "We're only a few blocks from Forest Hills. We can make it there easy!"

"Are you..."

"Yes!" MJ half-sobbed. "Anything to get out of here!"

"But your dad-" Brian began to say.

"I'll leave him a note." MJ said weakly. "We can't stay here."

"I understand. I'll make sure you get out." Harry replied firmly. "You're on a smart phone?"

"Yes."

"I'm sending map coordinates to the closest military barricade to your location. I'll make sure you have the day's challenge password as well. You get everyone ready and head to that location. Don't worry, I'll take care of everything." He said. "If you don't get it in ten minutes, call me, alright?"

"Yes, sir."

"Oh, come on, Mary Jane. I've baby sat you. You don't need to call me 'sir'. Let me know when your dad's back, alright? You're all going to be fine."

MJ gave another relieved half-hysterical sob as she babbled near-incoherent thanks into the phone before hanging up.

Peter was staring.

She shifted, slightly uncomfortable under his gaze and chewed on her lower lip. "What?"

"I kind of want to give you an Oscar for that performance." He said with a tinge of awe in his voice.

She flashed him a small grin and playfully twirled a lock of her hair and preened.

_Y'know, she could be doing that to you._ Cletus drawled.

Doing what? He asked in his head.

_Manipulating you. _

She wouldn't!

_Yes, because you've known her for all of what? Good lord. It ain't even been a week yet has it? I know I shouldn't have to be the one pointin' out you ought to stop thinkin' with your hormones, right? We ain't even sure you got any._ Cletus continued.

_Oh, he still has them_. Connors dry voice sounded in his mind. _I know. We took tests._

_Har-de-har-har. _Cletus growled. _Look who thinks he's a comedian._

_Play nice, boys_. Donna's voice whispered past.

_Cain's supposed to be the paranoid one, I dunno why I've gotta be the one tellin' y'all this._ Cletus complained.

Well, maybe it means something that they aren't setting off any warning signs for him, Peter shot back.

_Because she's only human. _Cain rumbled. _She's not that dangerous to us._

Peter felt chilled as he realized the unspoken part of Cain's flat declaration.

She's only human. Humans are easy to kill. Peter realized that Cain's specific functions in his mind only had to do with physical threats.

"Peter, are you okay?" MJ asked, suddenly concerned as she reached out and put a hand on his cheek.

He blinked, tearing his attention away from the internal argument and his own thoughts. Their voices had gotten much... clearer. There was no other way to describe it. They felt more like real people now. Full fledged individuals and not just voices. Well, Cletus had always been like that, but Cain had been little more than a half-heard voice during the fights telling him to dodge at the right moments.

"Sorry. Just woolgathering there for a second." Peter said, forcing a small smile onto his face. Her hand was warm against his skin. "We should tell Gwen, Aunt May and your Aunt Anna that we should get ready to get out of here."

She raised an eyebrow at him. "Do you have a brilliant plan for how to explain to them how you know about a way for us to get out of Queens?"

Peter blinked as his own thought process slammed to halt once more. "Dammit."

She petted his cheek playfully, "See? This is why you need me."

There was a hint of... he wasn't sure what it was in her tone.

A small touch of desperation.

The smallest echo of fear behind her eyes.

Peter supposed that if he'd sat down and thought about it, he could have maybe figured out a story that would cover their bases. He didn't need MJ for that. All he needed was some simple lie that would hold together logically.

But MJ seemed to need to help like this.

_To be useful to you._ His own voice drawled in his mind. _So you'll keep her._

He wasn't sure where that thought had come from. He wanted to deny it, but it just made so much sense. He didn't need anything that she had. Anything else that she would have been willing to offer him.

She gave his hand a squeeze and gave him another smile. "I'll talk to them. We just tell them I contacted Mr. Osborn for help. Mention that dad contacted him and he's willing to help us. Simple and straightforward."

- - -

Or it might have been. Except May and Anna were still at the kitchen table when MJ and Peter stepped out of the basement door. Peter admitted ruefully to himself that all the enhanced senses in the world will do you no good if you're too excited to pay attention to them.

They were in matching bathrobes. That just looked... odd to him. Cletus murmured suggestions in the back of his mind that weren't entirely clearly audible speculating on that little point, but Peter was happy to ignore him.

Aunt May's lips were compressed in a thin, hard line as she looked at them both, "Peter. MJ. Did you spend the night down there together?"

Caught off guard Peter blurted out the first thing that came to mind, "We were just talking!"

The formidable older woman turned her attention to Peter and said, "So you two must have been up for a while then, since Anna and I have been down here practically since dawn."

Anna laid a hand on May's shoulder, "They're not doing anything wrong." She paused meaningfully, "Right, you two?" She said cheerfully, although the look in her own eyes was hard and communicated to Peter quite clearly, 'The answer had better be no'

MJ spoke hurriedly, "I just got off the phone with Mr. Osborn."

Anna and May both blinked both caught off guard. The moment of righteous parental concern diverted by confusion.

Peter had to admire the deftness with which she accomplished it.

"Osborn? Harry Osborn? Your dad's best friend?" Anna asked, her voice shifting to suspicion.

"He's arranged for all of us to get out of here." MJ said. "We just need to get back to Forest Hill. The military barricade closest to the police station."

"What about the police station?" Gwen asked as she came down the stairs, still half-asleep.

"Why would Harry-?" Anna began to ask.

MJ shrugged, "Something dad told him, I guess. He made arrangements for all of us."

"Arrangements for what?" Gwen asked again as she slumped into one of the dining room chairs.

"To get out of Queens." MJ repeated. "Your dad too." MJ said to Gwen.

Gwen still hadn't quite entirely caught up to the conversation. "Wait... hold on... you know someone who can...?"

"Can he do that?" May asked worriedly, turning to Anna, who was still scowling.

"The Osborns are some of the richest men on the planet." Anna said slowly, her voice dark with suspicion. "And Harry would do anything for Brian, but it doesn't make any sense that he'd offer to-"

"But he can get my dad out? And us too? Right?" Gwen pressed, looking at Anna even as she cut her off.

Anna sighed before she replied. "If there's a way to arrange for it. As long as the price is right? Yeah... the Osborns could manage it."

"I didn't realize you knew such powerful people." May said after a moment.

"I don't." Anna said in a suspicious growl. "He's Brian's friend. Not mine. It just seems too convenient."

"Not convenient enough," Gwen said with a sigh. "I'm worried about my dad."

May offered her a small smile, "We're all worried about George, dear."

MJ walked over and took her aunt's hands, "Mr. Osborn can get us out of here. Do you really want to stay that badly?"

Anna shifted uncomfortably, glanced over to May and at her still bandaged ankle, then back to MJ and Gwen. "I just don't like coincidences. Especially not where your father... or his friends... are concerned."

Peter understood the unspoken nuances in the woman's use of the word 'coincidences'. He remembered MJ's mother and fought down a twinge of disgust at Brian Watson.

MJ nodded in understanding and hugged Anna.

May glanced over at Peter, "You've been quiet, Peter."

Peter smiled weakly. "Uh... nothing to contribute, Aunt May. But I'm with MJ, though. The sooner this gets us away from here, the better."

May maintained a thoughtful expression on her face, "Even if it means approaching the same soldiers who were shooting our neighbors just the other day?"

He looked her in the eye and said in a level tone, "It's bad out there, Aunt May. I've seen things..." He trailed off as he saw a flash of worry cross her face and he hurriedly tried to shift gears.

"Where were you all of yesterday, Peter?" May asked carefully.

He continued hurriedly, "If that's what it takes to get you and everyone else in his house away from all of this? Then I'm up for it."

May and Anna traded glances.

"The car's still got a full tank," May said cautiously.

Gwen got to her feet, "I've had a bug-out bag ready. There's a couple extra guns in the panic room if anyone needs one..." She trailed off, looking around at everyone and Peter could read the expression on her face as the slow, dawning realization that she might be the only one who knew how to actually use one.

MJ step-skipped over to her, "I'll help."

Gwen nodded, "We should clean the pantry out too. Just in case."

"I can handle that." May said slowly getting to her feet.

"You're awfully prepared for this sort of thing," Anna said, impressed.

Gwen smiled sadly, "Dad always wanted to make sure we had contingencies in case of emergencies."

"He had a contingency for a zombie outbreak?" Anna chuckled.

"Close enough to it, I guess." Gwen smiled. "And for something like this, guns first." She paused then added, "Well, technically it's safety first, but firearms help."

Peter carefully kept his expression neutral. From his various pilfered memories and skills he was pretty sure he could handle most firearms Gwen had in stock, but he didn't really want to bring up the point. He was also pretty sure he still had two other guns rattling away inside his body somewhere. He might even have had some ammo. He wasn't certain.

Anna raised a hand, "I don't know how to use a gun."

May nodded, "You're driving then."

- - -


	50. Chapter 50

- - -

The car ride happened to the accompaniment of an old Queen song about Bicycles.

Peter kept fighting down the absurd image of having to pedal their their way through infected areas on a novelty five-person tandem-style bike for all of them. Nervous giggles kept wanting to break out. He'd been near the barricade. He'd been inside Forest Hills after it had gotten infected. He'd fought his way through teeming-Hive controlled crowds of them.

He kept telling himself he shouldn't be nervous. He'd gone through it with no problems before... well, if you leave aside the attacks of crazed Hydra infectees, getting shot at by the army and the sheer mental disconnect of seeing the neighborhood you grew up in getting turned into a war zone.

He had made it out of that intact. Except he hadn't gone in with company.

That changed everything.

Anna Watson was driving. She had a scoop-necked blouse and slacks on. Easy clothes to move or run in, but she still decided to wear something pretty regardless. Peter actually recognized the blouse as the same one she'd changed into to meet George Stacy. The one he hadn't been able to see since he'd left before she got back from changing into it. She knew they were going to see George again, so perhaps that was why she'd picked it out.

She was also singing along to the radio. Badly. Peter still couldn't quite shake his youthful crush on the vivacious older woman... but if anything was going to snap him out of it, it would be her atrocious singing voice. It wasn't simply that she was wildly off-key, she managed to do it with a sort of manically cheerful enthusiasm that mangled the words along the way. He realized why she was doing it. Or at least Donna had. She was being a distraction. As long as they were focusing on her and her terrible singing, they weren't paying attention to what was outside the car... or what they were driving towards.

The neighborhood seemed practically abandoned. No one was out on the street except for them. Here and there, Peter could see curtains twitched back then just as quickly closed again. The neat little lawns and cookie cutter houses were tense and silent and empty. This street was close enough to the barricades to make its owners nervous. The closer they got to Forest Hills the emptier the streets became. No cars parked on the curb either. Those who could make a break for it, probably had already tried. Peter suspected most of these people were already caught up by the traffic jams surrounding the freeway and the bridge.

The infection hadn't spread this far, but it was clear that it still had managed to touch this neighborhood regardless.

Aunt May sat primly on the passenger side seat. She was in an old button-up man's shirt and jeans. Peter wasn't sure if the shirt had been one of Uncle Ben's or it had been Detective Stacy's. The salvageable contents of the Stacey pantry were in plastic bags at her feet. She would occasionally give Anna long-suffering side-long glances, but Peter could tell she was more amused than exasperated. She was clearly used to Anna's antics.

Gwen was in the seat behind her. She kept shooting irritated glances at Anna in between more nervous glances out the window. The distraction sort of worked? Perhaps, Peter mused. She was in a T-shirt and Jeans. The T-shirt was a size too tight and had some distracting text across the front that proclaimed "Cheerleaders do it loudly". Not that Peter was paying attention. Of course not.

In the middle was MJ. She still had her hoodie on. Peter knew she had a tank top on underneath, but the hoodie was zipped almost all the way up. She had originally intended to get a window seat, but when she'd noticed what Gwen was wearing, she'd roughly shouldered Peter aside and taken the middle seat.

Peter wasn't even entirely certain she had done it consciously.

Just like he wasn't certain if she realized that she had her hand squeezing his thigh possessively.

Peter was in the seat behind the driver's side. He'd kept the window down a crack to let his senses get a an idea of what was around them.

It was both easier and more difficult all at once. On the one hand, the waffles scent from MJ, mingling with Anna Watson's lilacs and even Gwen's roses and gun-oil were extremely distracting. Even Aunt May's scent was trapped in there with him, making it difficult to filter through for anything useful.

When he'd escorted them out of the zone in the form of a dead police officer, he'd had the window entirely down and that had kept him from realizing just how overwhelming the smell of human could be in the enclosed space of a car.

Cletus wasn't saying anything, but he had a stomach-grumbling hunger rising up in him despite the hearty breakfast he'd enjoyed. He clamped down hard on that.

One thing that did seem to have made a difference since consuming Hank was how much clearer his senses felt. On the one hand, the former Hive had lost the majority of his senses, but by the same token, he was also used to taking in input from dozens or even hundreds of sources simultaneously. He didn't want to think of how many eyes Hank Pym had actually had in Gentek Tower. Every eye had been watching CCTV monitors. Or data screens... if nothing else, his restructured mind was processing the input from his senses better. Pulling more information out of them despite not getting any sharper or keener.

He was surprised at how much he actually could take in when he was really paying attention now.

The car's interior was rich with its own fainter scents of dust, of ancient air-fresheners, of old vinyl and plastic and metal. The crack in the window brought him more. He could scent the car's engine itself. The exhaust. Even to some degree the paint...

But even more... he could pick up the faint traces of live Hydra growing stronger. There were weaker undertones of gun powder and the slick plastic and rubber of the Thunderbolts hazmat gear. If he really took a moment, he could even calculate roughly how far they were. A few blocks. Not too far at all. He could practically see them on a map moving closer to the barricade. Closer to the military men stationed there. Closer to their appointment to escape.

He licked his lips as he realized just how much input he had to work with now. As they closed, he could even pick up on individual scents on the breeze and get a rough idea of distance... he wasn't sure how he could do such a thing when he'd have to take account of shifting air currents, but perhaps his earlier theories about his ability to sense Hydra actually being some other, more esoteric sense masquerading as his sense of smell made sense.

He guessed he must have looked like he was napping to everyone else in the car.

The closer they got, The more prominent the scents became. That was when he began to notice something else. There seemed to be a restlessness in the back of his mind.

There was a sussuruss of voices that he'd been doing his best to ignore. That something like this didn't even strike Peter as unusual could be admitted to be a sign that people could get used to anything. What was unusual was that there were more voices than he could normally have accounted for. The greater coherence in the usual voices had been interesting, but now, there were barely any wordless cries or incoherent gibberish.

There were words in that babble and Peter could almost catch hints of what was actually being said.

Except that would entail actually concentrating on them. Which he had really been trying to avoid since that had begun.

It was bad enough that he was speaking to the few of them that he did... the ones who spoke back. He wasn't sure if those voices back there would even be self aware enough to respond-

_You better listen_. Cain's voice graveled. _It's not what you think it is._

Peter frowned and his eyes flew open. MJ glanced up at him with concern on her features, but he quietly shook his head and closed his eyes once more. The voices drifted in and out, crackling with static.

_"- all clear on this end. This is Dancer Three rep-ing all clear on peri-ter zone five. Proce-ng to zone fou-"_

_"- not engage, Dancer Sev-! Repeat, p- -ck to the 4th Avenue line an-"_

_"-s authorized for landing. Extraction team inc-s non-military personnel, be advi-"_

_"Redeployment sc-ule pending. Repeat Thunderhead will be providing detailed red-ment at Oh-Nine -, do you copy Beachhead One?"_

_"-blem with the El-Zee. We've got the meat -s on the building. It's sprea-"_

He blinked as he realized what exactly it was he was hearing.

_Military radio chatter_. The Hunter confirmed. _When Pym upgraded your phone, it looks like he put a couple of other extras in. Now we actually know how to use it. _

How was he listening to his phone... if that was what that was? He thought about it and got an image of his phone... somewhere dark. Tendrils swiped across the touch-screen and the display showed some sort of slider and numbers. Frequencies. Code numbers. Hank could control keyboards embedded in his body... now Peter could sort of do the same. Well... a phone touchscreen. Which actually was probably more impressive in terms of dexterity, but still very odd.

He briefly wondered what continuously listening in to military radio broadcasts was going to do to his phone's battery life, but it was fully charged. Which he then realized was odd, since he just remembered that he hadn't charged it in days.

Another thing to think- _worry_- about later.

Just like we going to not worry about how he could actually see his phone when both of his eyes were currently on his face.

_Can we get Cinemax? _Cletus asked with a laugh.

Peter tuned the voices all out once more. Cain paid attention to things that could potentially endanger them. He would leave the radio to him. Peter barely understood what they were saying, but the more paranoid part of his mind clearly did.

It wasn't surprising that he noticed the noise first. Engines. Closing fast. There was the faint double whup-whup noise of a helicopter in the distance.

Aunt May lifted her head up and peered around them. "Does anyone else hear something?"

Anna turned down the music and looked around with her. "They're pulling us out by helicopter, right? Maybe that's our ride." She said cheerfully.

Peter was less sure. He smelled smoke in the air. Not exhaust exactly, but an actual open fire. There was the barbecued pork scent threading through the more complex stink of long-chained polymers oxidizing. Burnt plastic and paint. The engine noises shifted, becoming more ragged and strained. Close by the scent were several live Hydra scents... this far past the barricade, that was a worrisome sign.

He could hear in his head clearly, _"M-day! This is Cha-iot On-! We are going dow-AGH!" _

There was a sound like a pained scream and a wet gurgling noise that Peter, to his own disgust, easily identified as the sound of air bubbling out of a sliced throat. Cletus's memories once more.

He forced his attention away from that and scanned the skies, trying to catch sight of what that was. In a moment, there appeared a green painted military transport helicopter. It rounded a low building a few blocks away from them and hurtled down the street they were on direction. Fire was pouring out of one side of it.

It was clear that it was in trouble. Not just the failing engine. One set of propellers were slowed to the point where it was obvious they were no longer being driven and were simply spinning in the moving air. The helicopter was losing altitude fast and heading straight for them.

Anna began cussing and Peter could see her leg begin to shift to slam on the brakes. His mind whirled in that fraction of an instant and the numbers did their dance.

"Floor it!" He shouted into Anna's ear. His voice in Cain's most commanding drill sergeant tone.

She was too startled to consciously process what she did, but instead of pulling back to hit the brakes as she had planned, Anna's foot slammed back down on the gas and sent the car rocketing down the street.

The neighborhood blurred past them as the car sped forward. The transport helicopter screamed past overhead, its undercarriage a scant five feet above the top of the car. The burning scents now mingled with blood and Hydra, live and dead, flooded into Peter through the crack in the window.

They were a dozen yards away when the helicopter slammed into the ground, grinding and crunching as its weight and momentum dragged it down the street. It was brutally loud to Peter's hearing. Debris flew in every direction and there was a small, but jarring explosion of noise from their rear passenger-side tire as some scrap of metal shredded it.

The whirling blades of it's helicopter snapped against a lamp post, then again on the street as it rolled in mid-slide, sending the metal flying terrifyingly close to them.

When the whole burning mess finally came grinding to a stop two blocks past them, it came as a relief.

Anna slammed the brakes on then, causing the car to spin slightly, but she caught it and their vehicle screamed to a stop lengthwise across the street.

Peter could hear almost everyone's hearts beating far too fast.

Except MJ's.

Gwen stared, her fingers gripping the armrest hard enough to dig into the vinyl. "... are we okay?" She asked in a small voice.

May put a hand to her chest, taking several deep breaths to steady herself. "I... I think so? Are you alright back there?" She glanced towards the back seat. All three teens nodded. MJ was chewing furiously on her lower lip and Gwen was badly rattled.

Anna glanced out at the downed helicopter then at Peter. "Why did you have me speed up?" She asked shakily.

He took a deep breath. "If you'd stopped we would've ended up in the path of the skid." He pointed to the gouged and scraped asphalt that was littered with helicopter parts. "Something with that size and weight coming in at the angle it was... it was going to skid."

May smiled at Peter, "Good call."

Peter nodded, but then stared as Aunt May began unbuckling her seatbelt. "What are you doing?" His voice going high with alarm and disbelief.

"There could be people hurt in there." She began as she reached for the door. "Look... someone's trying to get out. They'll need help." She pointed as something began to emerge from the side... now top... of the mass. The smoke and heat haze obscured whoever it was, but it was humanoid.

All Peter could scent from the burning mess was Hydra, live and dead. Except Aunt May didn't know that. He realized that her desire to help probably would have been the right one under normal circumstances, but these circumstances were far from normal.

Anna frowned as the details of what staggered out of the burning wreck came into focus. "What is tha-" Her eyes widened. "Oh."

May stopped just as she was about to step out of the car and they all finally got a good look at what had come out.

It spread immense fleshy wings and gave a raucous caw. A red misty haze surrounded its body. The taloned feet and overly long neck were familiar. There were still tufts of hair sticking out of the thing's scalp, but most of the hair was on a fringe around its neck. Unlike the first he'd seen, this one didn't have the large beak of a nose, but the teeth were nevertheless too flat and too white and too large for its mouth.

"Vulture." MJ breathed, her eyes wide, her fingers on Peter's thigh tightening.

Peter reached forward and roughly jerked Aunt May, who'd already had a foot out the door, back into the car. His voice commanding and urgent as he roughly barked, "Go! Go! DRIVE!"

Anna didn't need much more encouragement. She floored the gas even as May tried desperately to close the door and get buckled back in at the same time.

Peter glanced back. They were pulling away, but the Vulture took several strides, the red haze flared and it gave a flap of it's wings.

It shot forward, catching up to them with terrifying speed.

Gwen, who had also been watching screamed. She ducked down, fumbling a grip onto her shotgun, which she'd kept at her feet. It was loaded and ready, but she couldn't turn around fast enough to aim it before the Vulture was upon them.

Then it passed over them.

That might have been a relief if it hadn't raked its talons through the car's ceiling on it's way past.

Peter saw the foot long blades begin to punch through the metal and upholstery of the car's ceiling as though in slow motion. He pushed MJ to one side just in time to keep her from having the side of her face torn open.

That saved her, but he was less fortunate as they drew lines of bright, hot pain across his inner wrist. He hissed, biting down on a pained exclamation even as tendrils went to work, sealing the gap in his flesh even before the claws had finished ripping him open.

MJ being shoved into Gwen just made it even harder for the blonde girl to bring her shotgun to bear. By the time she could aim it upwards, the claws had withdrawn and they could see the Vulture flying ahead of them, still blazing red. A hundred yards ahead of them, it twisted in midair, exhibiting far more grace than Peter could've expected.

It charged towards them once more.

Anna screamed, pressing the accelerator even harder.

The passenger side door was closed, but May was still not buckled in and screaming at Anna, "Do not play chicken with the flying zombie thing! We do not want to play chicken!"

The Vulture kept flying towards them at breakneck speed and faster than any of them could register, it flipped its legs forward, holding them spread and clearly intending to slam talons first through the windshield and into Anna and May.

Anna never had time to turn the car aside.

May had just started to duck down.

Peter had just a split second hesitation before he moved, but he pushed his concerns aside. He'd stopped thinking about the possibility of being discovered. All he had in mind now was protecting everyone.

He tore through his seatbelt and began to bring his arm up, the flesh was twisting and writhing into tendrils as it reconfigured into the Scorpion style whip-blade form. It might have done the trick... but that moment's hesitation had slowed him down and he simply wasn't fast enough.

Before his arm could finish its transformation, Gwen, whose entire focus had been on the rapidly approaching Vulture, stuck her shotgun between both front seats and yelled out, "Sorry!"

The blast from the weapon was deafening inside the car. The buckshot would have gone through the windshield's safety glass easily enough, but the Vulture's talons had just pierced through, creating a spiderweb of cracks that weakened the material and made it all the easier for the shotgun blast to punch through and slam into the vulture.

Anna flinched hard from the noise, jerking at the wheel from the sudden pain of the small burns the gunpowder had scattered on the side of her face and shoulder. Her hearing wasn't in much better shape, but it definitely beat whatever the Vulture's talons would have done to her. the windshield was a total loss, reduced to little more than a blurry mess of cracks where it hadn't been blasted open.

No one really got a good look at what happened next as the car bounced, the wheels on the driver's side bouncing onto the curb as Anna tried to recover from the shock and get control of the car at the same time.

Peter forced himself to pay better attention and realized that he could scent and feel the Vulture looping back. There was the copper scent of blood in the air from the newly created hole in the windshield. The blood scent mingled with Hydra's carrion reek and told him that the Vulture was injured. But not badly enough. He could hear its wing beats even if he couldn't spot it visually.

The car bounced once more as it got off the curb and back onto the road. Anna was wincing and holding a hand to her right ear. The car wasn't driving straight anymore, but it was still moving. The barricade they had been angling for was coming within sight and Peter could already hear the chatter of machine gun fire as they shot at the Vulture.

Aunt May resurfaced from where she'd ducked holding some large barreled revolver that Peter vaguely recognized as having been in Uncle Ben's collection. She hurriedly waved the barrel through the cracked and pebbled safety glass of the broken windshield, trying to clear as much of it from the front and give Anna the chance to see where she was going.

Gwen was clutching her gun tightly and scanning around them in small jerky motions.

Peter felt the Vulture closing in once more. This time from above.

"Incoming!" He barked out, his real voice echoing the same word Cain had spoken in his head. "Keep driving!"

Anna shook her head again and Peter noted a trickle of blood from her ear, "What?"

MJ gasped as a talon suddenly burst through the back windshield and Peter felt the blades pierce him. Fresh pain blazed through the left side of his back. He was reasonably certain it had punched through one lung, shattered bits of safety glass rained down on them where it had broken through.

Gwen turned, not yet having seen that he'd been run through, but struggling once more in the limited confines of the car to swing her shotgun around.

MJ was screaming and trying to pull Peter off the talons.

The moment froze and Peter locked gazes with MJ. Her eyes were wide with surprise, but he could see the calm settle in them and she stopped her frantic pulling. Peter realized that her panicked reflex had been to help him... until she realized that he would be fine.

Peter hadn't realized just how fast and agile a Vulture actually was, seeing as how the only one he'd fought had been half-crippled and pinned down by Thunderbolts gunfire. This thing was healthy and at the peak of its considerable powers. It seemed as though it were even faster than Connors had been.

So... two thoughts.

He couldn't afford to let it get to anyone.

He had no room to maneuver in the car.

_So... two birds. One stone. _His voice drawled to himself.

He didn't really have time to give MJ more than the beginnings of a smile in that fraction of a second as he pulled his legs up beneath him, digging his heels into the edge of his seat, even as tendrils unfolded from around his wound and melded into the vulture's flesh, trapping it against him.

He straightened his legs suddenly, flaring heat to adjust his mass as he did so. He rocketed out of what was left of the back windshield dragging the annoyed Vulture in his wake.

The red haze surrounding the Vulture seemed to be interacting with his own as it realized that its leg was stuck to him. They both hung in mid-air for a moment even as the car made its escape.

There was another shotgun blast and Peter winced as he felt buckshot rip into his side. The shot had taken the Vulture in its center mass, but had caught him on the periphery.

It gave another shrieking caw and flapped its wings sharply, sending them both rocketing upwards. They were stuck with one another, and despite his efforts to disorient it by shifting his mass around, the Vulture seemed to adjust instinctively. Various aerial acrobatics sent him tumbling every which way, disorienting him badly even as the Vulture used its other leg to claw at him.

_Hurry up and finish this. _Donna urged, concern thick in her voice. He couldn't imagine what was happening in the car, but he had to get back to them before anyone did anything rash.

Peter had already shifted his own fingers and toes to their claws and talon configurations and fended off the attack even as he tried to score his own hits. Unfortunately, having the end of the Vulture's leg stuck to his upper back did not put him in a good position to strike at the Vulture.

The disorientation of their swooping, tumbling flight was obviously getting to him. He could feel something shifting in his head, possibly restructuring his inner ear worked to allow him to accommodate all the sudden changes in direction and orientation. That would be the excuse he'd claim for why he hadn't done the obvious sooner.

_Eat him, you fool! _Cletus thundered in his mind.

Peter felt his feeding tendrils begin to surge up the Vulture's leg and would have smiled.

Except the Vulture was apparently more clever than he'd given it credit for and it slammed him hard against the corner of a building with its full weight driving him into the cement.

Peter tasted blood briefly and he felt several ribs snap.

_You're actually kind of getting used to that by now, huh?_ Cletus jibed.

He probably would have been concussed as well if he'd been less resilient.

_Or you are concussed and just too messed up to notice, _his voice drawled back.

His ribs knit themselves without his consciously thinking about them, but then he also felt the tendrils in his back flail around and retract just as they finished consuming the vulture's knee. The scent of live Hydra pulled away from him at speed and he realized that it had cut its own leg off to get away from him.

He barely caught himself on the wall with his talons and claws, then sensed that the vulture was already looping back.

_Oh, yeah. I don't think he likes you much, _Cletus drawled.

Peter watched it's approach even as he scrambled along the wall, mass shifting and claws digging into old cement. In the open sky the vulture really did have the advantage. It could build up its speed, it could play to its agility.

_It's coming in on your seven. _Cain barked.

He had few illusions about how well he'd stack up in an aerial battle against a vulture. He could sort of fall slowly and with a vague sort of grace. That made him a wallowing aerial hippo compared to the vulture.

So he wasn't going to engage it in one. He allowed it to close in, giving every indication that he was trying to make for cover. There might not have been much of a conscious mind left within those infected heads, but the more predatory infected still had a sort of vicious, feral cunning even when not directed by a Hive.

At the last moment, as it committed to a screaming dive, he whipped his arm around displaying the whip-blade configuration and aimed directly at the Vulture's center mass.

It caught on to what he was doing at the last moment and tried to veer off, shifting and flaring red haze to allow it to perform an impossible mid-air turn that would've sent it rocketing straight up.

But Peter had his own ways of breaking physics as well. Red veins in the spine-like bone of his arm flared and the blade end of his arm shot forward at just barely sub-sonic speeds. The immense blade slid cleanly into the Vulture's chest, sinking all the way to the bulbous knot at the base of the blade where his fingers were. Fingers that immediately unfolded and elongated into more feeding tendrils. It struggled against him, snapping it's wings sharply enough to jerk him off the wall, but the blade and his own feeding tendrils were bit deep into its body.

He shifted mass and landed softly on the sidewalk, before he allowed his mass to shift again, anchoring himself with several tons worth of strength and his talons. He gave a rolling shrug of one shoulder which gave a whip-crack to the cable of flesh connecting him to the Vulture. It slammed hard into the middle of the street, disoriented and mewling. Peter felt the wings under his control at the end of his arm for a brief moment before the entire mass of the Vulture collapsed into feeding tendrils that folded back up his elongated arm.

He took a deep breath, trying to orient himself. The Vulture's crazed attempts to throw him off had taken them several blocks away from Forest Hills. That wasn't a problem. He could cover the distance easily enough-

His attention was caught as another helicopter roared past over head, losing altitude sharply. There were more Hydra sources aboard. What crew had been there were either dead or infected now. He could see walkers clinging to the open doorway and he found himself wondering what the hell was going on.

Cain grumbled, _Once is unfortunate. Twice is a coincidence, Three times-_

_"-line did not hold! Repeat. The 4th Avenue Li-"_

_"- just lost Chariot Three! Beachhead One has no close air support! We are getting overrun! Pull every-" _

If Peter concentrated he could hear more explosions and gunfire in the near distance. Another helicopter flew erratically in the distance, wallowing unsteadily in the air as a hunter clawed at the closed door and tore it open.

_- that's enemy action. _Cain concluded. _Clamor in the East, Attack in the West._

A distraction to pull attention away from Manhattan once more after Gentek Tower's collapse. If Peter had any doubts that Jessica maintained control over the infected in Queens, this dispelled them. It had been over twelve hours since Gentek Tower had fallen. Connors' voice whispered statistical analysis to him. Exponential growth patterns. That might have been enough time to get the numbers they needed. It all came down to biomass. Normally the Hydra virus killed a majority of its victims... but a Hive changed those numbers. Dead bodies were just more grist for the mill. Every corpse could still feed the production of a viable Walker or Hunter or worse things. If any corpses had been left where they'd fallen in Forest Hills, Peter would be very surprised.

Forest Hills had been a thriving, well-populated neighborhood. Now it was boiling over with infected and they were overwhelming the Marine barricade at Beachhead One. That was their primary rallying point across the street from where the Forest Hills police precinct had been.

Anna, Aunt May, Gwen and MJ was driving right into that.

No more time to think. He took a deep breath and caught their scents almost instantly.

He ran.

- - - 


	51. Chapter 51

- - -

When one says that a neighborhood has thousands of people living there, it is actually difficult to really visualize it. Peter knew, in his head, that Forest Hills had at least that many people living in it. Now that he was actually approaching the intersection that the police station had once stood, he didn't have to imagine.

What he noticed first was that several of the buildings were badly damaged. Gaping holes in the surrounding buildings that he was reasonably certain were done by tanks. The police station itself was simply gone, save for some rubble. Pre-made ten-foot high cement barricades closed off the street with the gaps sealed with some sort of messily applied quick-setting riot-foam-like material. There were tanks and APCs that had heavy machine guns mounted on rough turrets serving as hard points on the barricade, but it looked barely adequate.

From his vantage point atop a nearby building, just beyond the barricade were those thousands of former inhabitants of Forest Hills. The sheer mass of near humanoid figures pressing up against barricade was terrifying in their numbers. He could see spots where infected Walkers had pretty much been squeezed to a pulp by the weight of numbers behind them pushing and shoving forward.

But that wasn't happening now. They were all standing in place with a certain obvious unity of purpose. It was directed action again. There was some sort of hive nearby coordinating them.

All of them.

The chaos on the near side of the barricade was much worse. The tanks and guns did what they could, but as he watched their movements, Cain whispered that it was clear that they were pulling out. The radio traffic said as much. No one expected to stand their ground.

Which didn't make sense to Peter. Cain's combat knowledge and enough hours of the History channel pointed out that they were pulling out of a fortified position. Granted the sheer press of bodies was certain to overwhelm them, but where could they possibly retreat to that was going to be any better? Worse than that, if this point was where the military personnel were gathering to pull out from, why would the infected be concentrating themselves here as well? Wouldn't it make more sense to break out where the military presence had already been pulled away?

None of the radio chatter matched up with that scenario. At the rest of the key points around Forest Hills that they had managed to set barricades at, there were no infected. Why were they all here, then?

The surrounding neighborhoods had evacuation orders and the Thunderbolts or the Marines, or whoever else was down there would slow the advance as best they could. The majority of the military men wore fatigues, but Peter could see there were a large contingent of men in the bright yellow bio hazard uniforms. It would be a fighting retreat, but a retreat nonetheless. Peter didn't want to think about the survival chances of anyone stuck in the high rise apartment building he was currently resting on.

Peter thought about the almost but not quite abandoned neighborhood they'd just driven through. He didn't want to consider that those people were likely to end up getting added to the mass below.

None of that made what he was trying to do any easier.

Aunt May's car had been abandoned on Austin Street, right next to a Starbucks, around a block before the barricade. Whatever shrapnel from the helicopter crash had hit the car, hadn't just made their tire flat. Some of it had apparently torn through the bottom of the gas tank. Peter didn't want to think what that could've done if it had hit the car just a bit higher.

Peter should have been able to track Anna, Aunt May, Gwen and MJ by scent. He could still catch threads of their scent in the air, but there was just so much to filter out now that it was almost impossible to pick them out. Trying to spot them visually, wasn't helping much either, since it appeared that some evacuees ended up heading towards the barricade rather than away and now the Marines were trying to organize those people to include them in the retreat.

_And if they don't get a move on, they're all dead, _Cain noted cynically. _In fact, I'm not sure what the infected are waiting for. They should be able to climb the barricade already. Hell, Hunters can jump that high without even trying._

_Maybe they want to fight fair. _Cletus quipped. _Y'know... sportsman-like. Give their lunch a fighting chance._

_If they aren't attacking then we'd better take advantage while we can. Let's just find everyone and find our contact so we can leave_, Donna's voice pressed.

_Even if we do find 'em, I don't think we're gonna find our escort out anymore_. Cletus pointed out, bringing up memories of the fallen helicopters. This was followed up by their attention being pulled towards the red-hazed figures circling the air around the infected horde.

Cain reported, _With Chariot Three down, the Vultures have air superiority at the moment. They've got inbound attack choppers, but their ETA is ten minutes from now. _

That would be a lifetime if the infected charged.

So how does one find another person when they get separated from them?

_There's always the obvious way, _Donna pointed out.

_Follow their scent trail, right? _Cletus asked.

An image of tendrils flicking and dancing across the touchscreen of his phone came to mind and he was dialing MJ's phone.

_... or there's that,_ Cletus chuckled.

Peter didn't even have time to pull the phone out of his hand, before the phone had done a half-ring and he sort of half-caught a snatch of her ringtone sound from the noises below. It then cut off abruptly. Even though he didn't have the phone out physically, he seemed to be able to hear her clearly.

"Peter! Where are you? Are you okay?" MJ's voice was concerned, but there was also a great deal of noise in the background. They were down in the thick of the crowd of soldiers, he was certain of it.

He wasn't sure how it worked with the phone inside him still, but he spoke aloud while keeping his hand hovering close to his ear, "I'm fine. How are you guys? I saw the car."

"We're all okay. We got to the soldiers, but they're all kind of busy." MJ breathed. He could hear her voice become muffled and adding, "It's Peter."

There were more scuffling noises and suddenly he could hear Aunt May's half-hysterical voice through the phone, "Peter! Oh, God. Peter! Are you alright? How did you get away from the-"

"I'm fine Aunt May. A couple of bumps and bruises. Nothing major. I got very lucky."

"How did you even survive?" She asked hurriedly, her voice still urgent. Peter frowned slightly as he realized he was hearing a small echo.

He scanned the mess below him, and he recited back the lie he'd come up with while making his way back. "Something shot the vulture down while it was trying to carry me off. I was right over a building at the time. I only fell around five feet. It took me longer to get down the stair-" "

"Nevermind." She interrupted his story with a sharp question, "Where are you?! We'll come get-"

"Aunt May, you're with the soldiers already, right?" He asked. He was getting his own voice echoing back slightly. Only he was certain it wasn't an echo. He could hear them down there... as well as hearing his own voice coming from her cellphone speakers filtering through the noise.

It was like when he'd filled himself with MJ's scent back in Manhattan. It had let him cut through all the extraneous sensory input. There was no way to guess at how much delay the audio on the cellphone was giving him versus what he could actually hear of them, so he thought it was useless to try and use those to make a guess at how far they were from him from that basis, but he'd underestimated the acuteness of his own senses before.

"Yes, we are." She said and he cut in before she could say anything else.

"Then you guys are already okay. I'll make my way to you." Peter said as gently as he could.

_There_. Cain barked in his mind and his eyes focused sharply on a small cluster of people in the middle of an open park-like area that was being used as a staging area. They were in the middle of a larger group of civilians in the middle of the busily rushing soldiers.

He breathed a sigh of relief as he realized they seemed okay. MJ was helping hold up Anna who he noticed had a bandage over her ear. Close by, Gwen had her shotgun cradled close to her and she seemed to be hugging someone wearing fatigues and a flak jacket. He refocused his eyes closer and realized with a start that it was actually George Stacy.

While he was distracted, May's voice began to rise sharply once more, "Peter, there's no telling-"

"Aunt May," He said with a sigh, gently but firmly cutting her off, "I'm fine. Just a little banged up. They haven't even invalidated my warranty. I can make my way to you."

"But-" She tried to press, but he didn't allow her to.

"I love you, Aunt May. I'm going to be fine." He continued.

There were more muffled voices and he could overhear George telling his aunt, "Peter's tough and smart. If he says he's going to be fine, he will be."

"But he's so... I mean... he's just a boy..." May said, her voice trailing off helplessly.

George's tone projected confidence. "He's faced these things down with his bare hands, May."

There was an even more muffled exclamation of, "He what?"

"He can handle it. Let me talk to him real fast, though?"

There were more shuffling noises and Peter watched an obviously reluctant Aunt May hand the phone to George. "Hey, Peter." The man's voice was gruff. Obviously tired, but there was genuine affection in it.

"Hey, Officer Stacy. I'm glad you're okay." Peter couldn't keep the profound relief he was feeling out of his voice. Intellectually he had known the man had been okay. But he'd only known that from Hank, who hadn't exactly been entirely trustworthy.

George replied in the same tone, "Same here. Now, where are you?"

"Not really sure. I kind of see the soldiers from where I am." Peter wasn't even lying that time, which just made it simple.

George heaved a sigh of relief, "Good. That's good. So just get to the soldiers. It looks like they're pulling all the civilians and civilian transports to the center of the formation. They ought to bring you right to us."

"Yes, sir." Peter replied, not entirely certain if that was what he would be doing.

"Be careful, alright? Don't take any unnecessary risks, got it?" George admonished him.

"Yes, sir." He replied, mentally crossing his fingers while Cletus laughed uproariously in his mind.

"You don't want your poor Aunt worrying about you anymore than she has to." He continued. "Just... keep your head about you and be sensible."

"Yes, sir." He replied promptly.

"I'm handing you back to your Aunt." He paused for a moment and added with a small laugh, "Good job so far, tho, kiddo. Ever consider a career in law enforcement?"

He laughed back, only having to force it a little. A flash of memory ran through his head of walking a beat in a freshly starched police uniform that felt vaguely connected to Cain.

Shuffling noises.

A somewhat more mollified May spoke, "Hurry, Peter. We're all worried about you."

"Yes, Aunt May."

"You're sure you're not hurt?" She insisted.

"Not badly enough to matter." He replied glibly. "I'm fine, Aunt May. You guys be careful. I'll be back with you before you know it."

"George has been with the soldiers for a few days and seems alright. He said he'll watch out for us." She replied.

Peter felt something unclench in his chest at that. He knew the George Stacy would watch out for them, but it felt different to actually be told.

_And why, pray tell, do you think they can't take care of themselves? _Donna asked mildly.

_Because only Gwen has any firearms training. _Cain replied blandly. _Them being with Detective Stacy and in the middle of a group of soldiers is the safest place for them to be in._

Peter considered doing exactly as he'd told George Stacy and dropping down to ground level a block from their position and allowing the soldiers to assume he was another refugee so he could join them.

"Peter, are you sure you're alright?" Aunt May asked in the sudden silence over the phone.

"Yeah, yeah. I'm fine. Sorry. Got distracted. I promise I'll be careful and make my way to you as soon as I can." Peter replied.

She sighed deeply, "You can't expect me not to worry, Peter." Her voice hardened, "And I want to hear some more about you facing down these things with your bare hands."

"Er... um... something to look forward to?" He replied weakly.

He could imagine her rolling her eyes. There was amusement in her tone as she replied, "Here, I'm passing you back to MJ."

"Hey, Tiger." She said and he could tell she was smiling.

"Hey. Sorry I worried you." He replied back lamely.

"I wasn't worried." She paused then added, "Much. You are okay, right?"

"I am. Everything will be fine, MJ."

He could almost see her eyes narrow even from the distance. "You're planning on making sure it turns out fine, right?"

"Uh... something like that."

It was her turn to sigh noisily. "Well, your Aunt May already told you to be careful, so I'm not going to repeat it, so take it as unsaid, okay?"

"Yes, dear." He quipped.

Anna's muffled voice sounded, "Oh, I heard that. Got him trained already. Good girl!"

It surprised him that his eyesight was good enough to catch her blush at that distance, he even could tell MJ wasn't displeased. "Aunt Anna!" She groaned with good-natured exasperation.

Peter couldn't help but smile.

"You'll hurry back to me?" MJ asked, her voice suddenly urgent. There was a significant pause as she added, "As soon as you can?"

From her tone, he could tell that she already knew he was planning on doing something his aunt would not approve of. He should have been surprised that she could have guessed on what his actions would be.

_You aren't exactly all that complex_, His own voice drawled sarcastically.

She just got under his skin... in a sort of good, if slightly disturbing kind of way.

"I will." He replied simply.

He noticed Anna turn away briefly to say something to May. In that distracted moment, MJ hurriedly whispered, "I love you." Then hung up.

_Y'all already know my thoughts on this subject. _Cletus drawled and Peter gave him the mental equivalent of a glare.

_We should go join them_, Donna murmured.

_That barricade may as well be a waist high fence_, Cain replied, _The only reason the infected haven't simply gone over it and started swamping those soldiers is because the Hive's holding them back._

There was a mental pause as they all absorbed this thought and realized the obvious as well. The infected were gathered in this area because this was where the Hive was.

Cain continued, _When it decides to go on the offensive, how well do you think we're going to be able to fight them off surrounded by panicking, screaming civilians and soldiers who are just as likely to shoot us as the infected? Those boys down there look awful twitchy. _

_Okay, you may have a point._ Donna admitted sourly.

_We'd be safer down there. Connors_ whispered, his flat voice faintly worried.

_No, we wouldn't. _Cain snapped, _We'd be safer leaving._

_We can't just leave._ Donna argued back.

_Y'know... there's an easy way to keep everyone safe so we can go join up with 'em, _Cletus drawled and their collective attention drifted towards the mass of infected.

Peter gaze swept across the thousands of Walkers, the half-dozen or so Vultures in the air. and the dozens of Hunters scattered among the Walkers and shuddered.

You want us to kill all of them. Peter thought incredulously.

_Kill and eat_. Cletus corrected him.

That's insane!

_It makes sense_, Donna pointed out. _Easiest way to make sure everyone is safe is to eliminate the problem._

Eliminate th- Peter's thoughts sputtered to a halt and he said out loud, "Did you see how many of them there are?!"

Cletus laughed, _Okay, you've got a point._

Thank yo-

_Probably give ourselves a belly-ache tryin' to swallow that much._ Cletus gleefully continued. _So we'll do it a bite at a time. Just pace ourselves, y'know?_

That wasn't the point. Peter thought sourly back, glaring down at the mass of infected wishing they would all just go away.

_We don't need to kill and eat all of them. Just the Hive. _Cain said pointedly.

Peter blinked as he came to the same obvious conclusion. Their coordination falls apart without a Hive. They'll still be dangerous as a matter of sheer numbers, but that would be a lot simpler than trying to deal with them all under the command of a single coordinating mind.

_Just one problem with that plan, son, _Cletus drawled.

They wouldn't see the Hive. None of the nearby buildings had the thick layer of viral matting that he'd come to associate with them. The street and part of the barricade was covered in the reddish, fleshy material, but nothing stood out to any of his senses as the Hive. In fact, his sense of smell kept insisting the Hive scent seemed to be all around them. As though he were inside a Hive, but he was out in the open. That couldn't possibly be right.

_So we still gotta kill everything to make real sure we get it_. Cletus concluded cheerfully.

Peter sighed and scrubbed a hand down his face. The soldiers continued their work and he simply stared down at the horde, searching desperately for inspiration. There was that trick the dog had shown him he could do. The same move that he'd used the other day on a Hunter. Fall on them from a height, flare out the red haze in a solid wall of weird gravitic effects and essentially pulp everything beneath him.

Except the most he'd managed with the trick to date, even assuming he could do it again, was a circle around twenty feet in diameter. And it was only really fatal within a much closer radius than that. Further out it just knocked things over.

He took a deep breath, trying to pinpoint the Hive by scent, but the air was so saturated with Living Hydra scents that it proved impossible. He had that same, heavy, oppressive scent in the air that reminded him a little of the Sandoval Deli hive, but there were strange, unfamiliar undercurrents to it. It was strong enough for him to be certain that it really was a living Hive. He wasn't sure how the Thunderbolts, experts that they allegedly were, could have missed it.

Connors voice murmured, _Only Middletown ever came close to the speed of infection that we've seen here. This entire situation is outside of anyone's experience._

Peter silently added that obviously it was because Jessica had been driving both infections. He sighed and tried to concentrate. What scents he could get from where the police station had agreed with the Thunderbolts own assessment of the pile of rubble. That Hive was dead.

Forest Hills was just as dead. If he didn't want the rest of Queens... or New York... to end up the same way, he had to find the live one.

His gaze swept over the crowd once more. He could feel the tick and whir of new machinery in his mind catalog and assess every single Infected that his eye passed over. He'd always been good with numbers, but not like this. There was an element of how he imagined Hank thought. A cold, dispassionate assessment of numbers. Mathematical analysis. Exponential spread patterns. Historical data. Current troop deployments. If this horde of infected was allowed to get past the barricades, all of Queens would be infected within three days. Complete saturation. That wasn't even taking into account how many were in Manhattan.

Peter stopped at that thought. Hank's most pessimistic analysis hadn't even considered the possibility that all of Forest Hills could have been converted to mobile infected. He'd expected the majority of the biomass would have ended up incorporated into Hive flesh, not as Walkers. This was supposed to have been the diversion.

Hank had been expecting Manhattan to have been ground zero. If this was the diversion...

A flicker of Hank's memories of Middletown ran through his mind. _Viral matting spattered on the buildings. Unmoving bodies in the thousands littered the streets all connected by threads of thin spun infected flesh and nervous tissue. Their eyes were all open, sightless and staring. He blinked and every other eye that he could see blinked with him at the precise same moment as something huge and terrible rose in the distance. _

Peter's stomach clenched. Not even his perfect muscle control could keep the sudden trembling in his hands away.

He had to find some way to stop them all.

Almost as if in answer to his unspoken thought, the mass of infected stirred and a ten foot wide path opened up. It was almost like a terrifyingly organic version of the parting of the Red Sea from the Ten Commandments.

Uncle Ben had loved that movie. He clamped down hard on the twinge and forced himself to keep his attention on the matter at hand.

The path was straight down the street. Running all the way from the barricade where a tank was parked, back to a large van that had once been white, but was covered in the rest brown and reddish black of viral matting.

The side of the van opened, revealing an immensely obese figure. Peter wasn't sure how it had gotten into the van in the first place, but quickly realized that it had swollen to its current size in there. If it had arms and legs, neither were visible. All that could be seen of it was the head and stomach pushed out through the open door. The tremendous gut dangling almost all the way to the street and the entire vehicle tilting dangerously.

Its oversized face, bigger than even a Rhino's head, was moon-like and sported a multitude of chins. It's cheeks seemed to be spread out, melding back into the viral matting behind it. Only a few tufts of greasy black hair still showed on the nearly bald pate and it had no neck. Peter could see it's eyes were filmed white with cataracts.

It's mouth opened and just seemed to keep opening, stretching wide, practically all the way to its almost invisible ears. Then the bottom jaw suddenly cracked open, unfolding in a familiar fashion. Exactly the way Ed Whelan's had to regurgitate the rat. Exactly as the dog's had when it spit out Cain and Donna.

He had to wonder if this thing would have been Ed Whelan's final fate, if things had gone differently.

The split, however, didn't stop at the jaw. The now bifurcated jaw seemed to unzip the rest of its grossly obese torso open, tautly bulging flesh shrank away from the gaping reddish black maw that opened along an almost invisible seam down its oversized stomach.

The black cavity stretching from the top of its mouth all the way down to where Peter could only assume was the crotch was disturbing enough. But then a bilious yellow sac bulged out of the opening. The thing had a hive pustule swelling out of the already oversized gut, which seemed to be stretching even larger to accommodate the tremendously sized yellowish green membranous sack that only seemed to just barely maintain its cohesion.

Peter swallowed hard, fighting to keep the taste of bile rising. Even with all the disgusting things he'd seen since this had begun, this was rapidly climbing up the charts.

The pustule quivered and something, some shadowy humanoid figure within the yellow-green fluid shifted. It burst, splattering all the nearby infected with the viscous fluid. The thin layer of viral matting on the street waved feeding tendrils frantically to reabsorb it, but an immense, terrifyingly familiar figure tore its way free of the clinging remnants of the pustule.

_Syetsevich_, Connors gasped, the faint stirring of emotion in his voice.

_Rhino._ Cain agreed. _That's what they were waiting for._

The Rhino straightened up and rotated its head slowly, taking the time as though it were cracking the bones in its neck.

_It'll tear the barricade apart. Lead the charge._ Cain continued dryly, _The Hunters flanking it? Support. Bodyguards. It's the spearhead. The rest of the Hunters are probably going to take out any priority targets among the military there. Then the Walkers come in and swamp everything in bodies. _

The obese thing seemed to sigh with satisfaction as its body began to fold shut once more. It shuddered and pulled its gut back into the van with a visible effort. Peter watched the grossly swollen flesh stretch even tighter as it was pulled back right before the door slid shut. Peter licked suddenly dry lips as he realized what he was looking at.

"That's a Hive." He gasped aloud.

Connors whispered, _It should be impossible. A Hive that size couldn't possibly maintain intelligence. The smallest we've ever encountered was at least the size of a house. No infected of that size should be able to coordinate this many infected, much less retain the kind of intelligen-_

Cletus made a pointed mental '_Ahem_' noise.

_Point taken, _Connors replied just as the van shuddered and began to back up into the crowd of infected, that moved as one to surround it. It was still taller than they were, so it was easily visible,

_It's mobile. _Cain growled. _This just keeps getting better. _

Cain's unspoken shift in attention pulled his eyes up to the Vultures who it appeared weren't just circling at random. They were flying in formation around the van. Not all of them, but it most of them were keeping it up.

So... stop the Rhino with Hunter bodyguards before it breaks through the barricade. Then also kill a mobile Hive before the infected get to the Soldiers.

_No pressure_, Cletus drawled cheerfully.

- - - 


	52. Chapter 52

- - -

Peter licked his lips nervously. He wondered if it should bother him more that he was contemplating how best to kill as many infectees as possible. Whatever else they were now, they had once been people.

_'Once been' being the operative phrase_, Connors whispered, _They aren't that now._

Yes, I know. Unless they get stopped they're going to pose a danger to everyone we know. He closed his eyes and breathed deeply, trying to steady himself. To keep everyone else safe, they had to go.

_Awww. Lookit the hard man, makin' hard choices_, Cletus cackled.

Peter thought back sourly, _Do you want me to do this or not?_

_Shoot, 'course I do. Y'all are gonna do it anyway, so you may as well enjoy yourself, right?_

"Take the Hive out first?" Peter murmured aloud as he felt his senses sharpen and the numbers began to take shape in his mind. Precise range and distance on every Vulture, estimated flight paths and speeds, comparing their possible ranges against his own possible path down...

If he timed it right, he could rocket past the Vultures before they would have an opportunity to react. By the time they realized he was there, he'd already be on the ground and causing damage. If he used that mass flare, he was fairly certain he could do some major damage to the mobile Hive in one blow.

_No_, Cain murmured back. _Not yet. The Hive's the only thing holding the infected back. The Hive goes, so does any restraint this mob has._

Then how the hell are we supposed to- Peter began, but then realized that the Rhino was just about ready to charge.

At that point doing something... anything... would have been better than just watching it blow through the barricade and letting the killing start.

_Killing started already. We're trying to get it to stop. _Donna pointed out.

_There's never enough time to just sit and think_, Connors lamented softly.

Peter crouched down, leaning almost his entire body off the edge of the roof and shifting the pull of gravity on himself subtly to keep him in place. He held position for a few seconds, watching and calculating. He mentally projected the flight paths of the Vultures to ensure they would be out of range to intercept him. The Rhino would be at the end of his trajectory. The Hunters would jump him then, but not before he could manage to manage at least one good shot at the Rhino.

_One shot, Make it count. _Cain whispered.

Cletus laughed once more. _No pressure._

Peter felt the faint prickling of heat spread across his spine and shoulders and knew the spider-shaped organ beneath his skin was blazing to crimson life once more. His face blanked out to Cletus's mask and he launched himself, the air screaming as he blazed down.

He was faster. He could feel the difference in not just speed, but control as he arrowed headfirst down towards the Rhino.

He hurtled past the startled Vultures, accelerating wildly as he doubled and redoubled his mass. Was it mass or was it a shift in gravity's effect on him? Hank's memories of his studies into the matter were annoyingly vague and filled with math he hadn't had time to interpret.

_Focus_, Donna chided gently.

He was within a few feet of the Rhino, close enough to see the furious, confused expression on its distorted face and realize that this Rhino had once been a woman.

_Not that it matters_, Donna pointed out sharply.

Then there wasn't any more time to notice anything.

He crossed his arms over his head as heat flared out of him at the moment of impact. There was simply the thunderous smash and a pressure wave that sent him plowing into the Rhino, knocking her- _it_- back a half-dozen feet. That sent them smashing into two Hunters and a crowd of Walkers.

Where the Rhino crashed, deep cracks radiated out of the pavement. The impact had smashed flat nearly everything in his immediate vicinity. A set of Hunter's legs stuck out from beneath the Rhino, projecting out near the Rhino's shoulder, twitching comically. The Walkers they'd landed on were pulped by the impact. Practically the only thing in his immediate vicinity that was still intact was the Rhino itself, but even then, although the center of its gray-skinned, armored torso seemed to be intact, it was also somewhat caved in.

Within five feet of him, there were still Walkers and a few hunters, but they'd been knocked down and crippled by the blast of impact. Further out, the Infected had been knocked over, but not too obviously injured.

Peter took all of that in during the fraction of a second it took for him to kick back to his feet, standing on its chest.

The Rhino took a pained, gasping, gurgling gulp of air. He could feel things rattle brokenly in her- _its_- torso beneath his feet. It bellowed in obvious distress and surprise. It reached oversized hands up intending to grab him.

It was hurt, but not badly enough to put it down. Surrounding them, the Hunters and Walkers were getting back on their feet and orienting on him.

One shot, Peter thought furiously. Well, he supposed. It worked before.

He kicked it sharply in the face. Literally. His talons raked across its vulnerable eyes, eliciting another, pained roar. An open mouth presented Peter with the Rhino's far more vulnerable insides.

He jammed his taloned foot into its mouth, using the blades to hold his mouth open as his arm blurred and changed. He aimed the blade of his whip-arm at the open mouth and shot it, almost as soon as veins in his transformed arm had blazed red.

The blade crossed the short distance almost instantaneously. A razor keen bone blade backed by almost a ton of mass at just below Mach one into the vulnerable, unarmored mouth of a Rhino. It was a foregone conclusion.

The blade embedded in the cracked pavement beneath the Rhino, having severed its spine just below the base of the skull from inside the mouth. The over large, too flat, too white teeth were still intact, even as the top half of its head fell away, its eyes still hateful and vaguely confused. The body, however, did not quite notice what should have been a fatal injury. The rest of the Rhino only seemed to have lost its urgency as the hands hesitated in mid-grab and just seemed to stir and twitch feebly.

Peter could still hear its rattling breath whistling out of the top of its now open windpipe. Well, the back of where its throat had once been.

He was so elated at the unexpected success in dealing with the Rhino that he almost missed Cain's warning.

_Behind-_ was as far as Cain got before Peter tried to turn.

Unfortunately, his blade arm was still embedded and his other taloned foot hadn't let go of the Rhino, leaving him unable to maneuver as a Hunter pounced him, raking claws digging into his shoulders.

The move pinned him awkwardly on top of the twitching Rhino's body. The Hunter putting its full and considerable weight on him. One leg was bent at a painful angle and his whip arm stuck behind his head.

The claws dug in further, keeping a firm hold on his upper body even as it leaned in, trying to sink its teeth into his neck. His struggles were enough to make it miss somewhat, but sharp needle teeth digging into his collarbone weren't as much of an improvement as one would think.

It straddled him across the waist, its spine bent almost double to keep its position on him. A second Hunter leaped in, claws going for his free leg and more were closing the distance. All eager to get in on the act and all ready to tear him apart.

The impact smash that he'd used required that he be moving to work. He could lift cars over his head, there should have been no way for him not to be able to lift the few hundred pounds of Hunter off of him, but they'd managed to keep him from getting any leverage and the claws digging painfully into his body kept him from easily dislodging them.

His own voice drawled at him, _Stop being bada, Kl'rt. _

Peter grit his teeth and realized that the Hunter trying to bite its way into him really had made a mistake. He still had one arm free. With more desperation than technique, we smashed his fist into the side of the first Hunter's head. The blow sent it flying into an approaching crowd of Walkers, but in the process also raked bleeding wounds on Peter's shoulders and chest where teeth and claws had been dislodged.

He lost track of that one as his concentration turned to the other Hunter on him. The Hunter pinning his other leg down looked up at that and seemed to realize that its prey was no longer quite as trapped as it had been. Peter growled as he felt it's claws dug into his upper thigh, the Hunter obviously hoping to cripple him before he could get away.

Peter roared and he felt the heat blaze in his body again as he gave an upwards kick. In a motion that in no way should have worked if examined mechanically, the Hunter was suddenly flung straight upwards, torn free from Peter's leg. He let his body follow the rest of the motion, rolling over backwards to get himself back on his feet.

He got back to his feet shakily, just barely in time to avoid being pinned by a third Hunter, whose pounce landed it on the still twitching Rhino body.

Peter's tendrils blurred his body, sealing the wounds and chewing through his accumulated biomass to repair the damage. There was still plenty to work with and although the pain was still there, he could push through that. What worried him more was that if they did pin him down, they could start causing damage faster than he could heal. Then he'd run out of bio-mass and that would be that.

The sinuous snap his arm made as it retracted back pulled his attention entirely back to his current situation.

The Hunter snarled, reaching an a clawed arm out to tear at Peter's mid-section. He moved to parry with the immense blade at the end of his arm, the movement sliced effortlessly through the Hunter's elbow.

It jerked back, blinking in surprise for a brief moment at losing its arm so easily. It might have had some further response, but Peter didn't give it an opportunity to do so. Heat flared through his body as he followed through on the movement, culminating in a downward roundhouse punch at the Hunter's head with his untransformed hand. The blow hammered it down, it's pulped head completely shattering on the Rhino's dented chest.

That was the last clear view he had before the Walkers closed in. Seconds. It had been bare seconds since he'd landed and the place had turned into a madhouse.

The cohesive, organized attack of the Walkers as they swarmed him simply broke down into individual chaos once they got within a few feet of him. He hadn't remembered the crowds of infected under Jessica's direct command beneath Gentek Tower having been so crazed.

Whatever coordination they had seemed to have broken down. Those closest to him, had stopped working together and in a number of cases, Hunters trying to reach through the screen of infected had ended up tearing apart Walkers that got in their way. They still hemmed Peter in as effectively as they had in the tunnels, but it didn't feel as though they were really fighting together anymore. Even the infected under the control of the deli Hive had worked together better.

Peter lost track of what he was doing, instinct taking over the work of fighting them off, with fist, knees and elbow, with blade, with talon and with claw. He could actually hear Cletus cheering him on, offering encouragements alongside Cain's urgent suggestions. The fight, as the infected surrounding him clawed and tore and bit, just seemed to keep going and going. The Walkers couldn't hurt him faster than his body could heal. The much more dangerous Hunters were finding themselves having to fight through the Walkers to get to him and that was giving him the critical few moments to deal with them, whether with blades through the spine, limbs ripped off or simplest of all, just throwing them into the nearest obstacle.

Cletus reveled in the carnage and some small part of Peter that he couldn't completely fault was caught up in it as well. They could cut him. Hurt him, certainly. But they couldn't put him down. They couldn't stop him. He was among them, a living, breathing engine of destruction tearing them apart and they could do nothing to stop him.

Deeper still, a part of himself recoiling in disgust. At the infected for forcing him to do this. At himself for loving what he was doing. There would be time for guilt and for recriminations later. Perhaps there would even be time for him to add their faces to the gallery on his phone.

But all that would have to be for later. If there was one. The problem was that while he was incapacitating and tearing apart the infected by the score, for every one he took out, another would take its place. He knew there were only- _Only. Hah_!- a few thousand of them, he wasn't taking them out fast enough. He suspected some of those fallen bodies were also being dragged off to feed the Hive allowing it to spit out even more Walkers. Or worse. Hunters.

Stalemate, he thought angrily. His frustration ramping higher at the uselessness of the slaughter, even as he absently clubbed aside a Walker with its own arm.

_Not a stalemate_, Cain countered sharply. _We're stuck in one spot. They're free to keep moving. They can stall you here til they get a new Rhino. Or resurrect the old one. Or just start sending infected over the barricade. You're playing the Hive's game again._

He couldn't really maneuver. Despite their sudden lack of cohesive effort, the infected were all still pressed in too close for him to leap up or just break out of them. If anything the sheer press of bodies was moving him deeper into the mass rather than letting him get to a building or anything else that he could use to his advantage.

_You have more options now than you did yesterday. Your arm! Use your arm!_ Cain urged.

Peter groaned internally at his stupidity and let his arm blur and reform back to its whip-arm form.

Another image overlaid the one in his mind that his arm should have taken. There was another blur of red and black tendrils that ran down the outer edge of his arm causing a row of bone blades to extend out from each of the vertebra-like bones that now comprised his arm. He gave the modification a momentary thoughtful glance and realized that it was exactly what he needed.

He had no target in mind, but simply let his arm blaze with heat and shot the immense blade at the end of it into the crowd. He knew he'd impaled or mauled at least a half dozen infected in that single motion. More were damaged in passing by the newer smaller side-blades.

That, wasn't the end of it. He twitched at the shoulder, sweeping the arm across the street. He felt his feet reform into talons of their own accord and heat blaze across his shoulders and down his legs to hold him in place against the forces being generated by his movement. Peter couldn't say for sure just how heavy the blade at the end of his arm was as it slashed chest-high through the crowds in front of him, but he did know that everywhere the trailing cable of flesh scythed through left only twitching pieces. A Hunter that he vaguely remembered crippling earlier hadn't moved as fast as it's brethren to duck the whip-arm had ended up impaled on one of the side blades.

The rest of the cable whipped around the Hunter who had tried to resist and only found the rest of the arm had whipped around to twine around the obstacle. It gave a keening cry as it found itself trapped in a whirling cage of blades. Peter retracted his arm quickly and the trapped Hunter exploded into a blur of feeding tendrils. By the time his arm had contracted entirely, the Hunter was little more than a knot of flesh and twitching feeding tendrils that were settling down.

He could feel the biomass added to his body. The bits of damage he'd taken had piled up and made a dent in the reserves he'd build up. This was just what he needed. The Hunter had fortunately had very little mind left to it and Peter only got a brief impression of driving a truck before its thoughts and memories settled into its own slot within his mind.

_... I meant you should use the arm to get to pulling yourself up to a building. Out of their reach._ Cain's mental voice was faintly stunned. _This works fine too._

Peter had cleared a twenty foot circle centered on himself with that one move. Bodies were scattered all around him and he could see the ones longest dead- _minutes, it had barely been minutes_- had already begun breaking down. The worst were half absorbed into the dense viral matting on the street around him. His legs he realized were embedded past the ankles in the material and he could actually feel a portion of the matting as part of himself already.

_Yeehaw! Do that again!_ Cletus cheered.

He was all set to congratulate himself on figuring out how to start taking the infected out faster when he felt claws tear open his back. He growled and rolled forward, tearing his feet free of the viral matting right before a follow up blow from the Hunter that would have ripped his head off.

He could feel the tendrils stitching his back shut, the repairs chewing through more of his biomass as he eyed the Hunter.

The crowd began closing in on the open space around him once more and he responded with another swing of his extended whip-arm. The Hunter, easily leaped backwards, the crowd opening up to admit it. Their coordination seemed to work just fine when they were further away from him, once they got in closer, it all seemed to break apart.

Hank could communicate with his own infected. Peter supposed it wouldn't be too much of a stretch to imagine that he'd picked up something of the trick. Although he couldn't quite take control as Jessica did... he seemed to at least be able to disrupt their communications somewhat, which had its uses.

The whip-arm swing easily scythed through the infected, dropping them where they stood with almost contemptuous ease. They couldn't close in now and he actually had a chance to do some real damage... except for another blow from behind. This one even better aimed than the one from before.

He fell on his side, no longer able to feel his right leg.

He blinked then looked down at himself. He gave a startled scream as he realized that it was simply gone. Torn from him mid-thigh. There was the ragged stump showing splintered bone where there should have been a leg.

The sight of it sent fresh, hot pain running up his spine. As though realizing what had happened had triggered sleeping nerves to start firing.

He chanted to himself, I can heal this. I can heal this.

He had to cling to that. The wound spurted blood in time to his heart beat once, twice, then stopped as he felt unfamiliar muscles in his thigh clench, cutting the blood flow off.

The Hunter who had done it entered his field of view, brandishing the leg by its ankle. The Hunter's toothy mouth parted in an unmistakeable grin. It almost looked as though it were about to take a bite out of the leg, when it suddenly collapsed into a mass of viral matting and flailing tendrils that fell to the street.

That galvanized him to action. Peter rolled back up to his one good leg, clamping down on any further screams as the movement set his nerves ablaze once more. The crowd of infected tried to close in and this time, Peter didn't give them the chance.

He aimed his whip-arm upward and at an angle, embedding the blade into the fifth story of a nearby building. Heat blazed down his arm and he relaxed his talons, allowing himself to be bodily pulled up and out of the crowd.

He dug the talons of his one good leg into the building, his personal gravity shifted to allow him to perch against the wall of the apartment building as easily as if it were horizontal. He panted, in terror and exhilaration. Loathe as he was to admit it, right up til that last moment, he'd started been reveling in his strength and near invulnerability. Cletus wasn't the only part of him enjoying itself.

He stared down at his stump, not quite ready to accept that he'd been injured that badly. Much less with a single blow.

_Stop being such a wuss. You've been shot in the head. This is nothing, _Cletus taunted.

"It still hurts!" Peter growled back. "I just need a minute here. Just... a minute to think. Heal."

The ragged edges had transformed into tendrils that were weaving and blurring in red and black down where his leg had been. A thinly fleshed skeletal leg the size of a child's had formed out of the stump and was rapidly growing into a full one.

He tried to wiggle his toes and all he got for his effort was a small shaky twitch of the whole leg.

The process took moments. First a skeletal child's leg. Then a skeletal leg of the right size. Then a fully fleshed, skinless leg with all the muscles on display. Finally, skin and a pant-leg and a shoe. That then shifted to talon-form and allowed him to perch better against the wall.

_See? Good as new. _Cletus replied.

_Which still leaves us with a street full of infected that we barely made a dent in. _Donna murmured.

Peter had to admit, other than dealing with the Rhino, the entire exercise had been a fiasco. He stared down at the spot where he'd been fighting the infected and realized to his dull horror that once the infected had closed ranks, there seemed to be no sign left at all of the damage he'd done.

None.

He needed something that did more damage. Something to wipe the street clean. The impact smash did some damage, but it needed him to be in motion to do its work. It just wasn't going to be practical to keep using. His whip-arm could do the trick to some extent, but while it was tremendously fast in a straight line attack, when he used it to sweep, it was considerably slower. Slow enough that the Hunters had little trouble avoiding it. Worse than that, they were quick to capitalize on the fact that he was rooted while he was using it in a sweep.

_We could hijack a transport down there and get ourselves some heavier munitions. _Cletus suggested offhandedly. _Hell, I dunno. Maybe throw that refuelin' truck they have down there in the middle of that bunch and set it off. Y'all keep goin' on about bein' a tool usin' animal._

Cain gave the mental equivalent of a shake of his non-existent head, _We should consider ourselves lucky that the soldiers didn't decide to start shooting at us while we were busy._

_And doing that would set the infected on fire, _Connors added_, Which experience tells us just means they'll keep walking and burning until they take enough damage and stop, but in the meant time they'll be setting fire to everything else they touch._

_Yeah, let's not do that._ Cain replied. _Or get the military's attention any sooner than we have to._

I'm surprised they didn't see what was happening. Peter responded curiously.

_They lost their over watch when the choppers went down_, Cain pointed out, _If their commander had any brains at all, he'd have gotten some men positioned on the rooftops, but I think they're in too big of a hurry to get out._

_This still leaves us with the same problem. _Donna pointed out.

_I'm more surprised the Hunters haven't chased us up here by now. _Cain replied.

Moving with the whip-arm's faster than they can track, I think, Peter thought back. They lost sight and scent of us.

_These Walkers shouldn't have been Walkers. _Connors whispered suddenly. _Normally they would have been Sleepers or dead. _

Which means... what? Peter asked, not quite following what Connors was driving at.

_Their bodies are primed to fall apart into viral matting. You've seen the Hunters feed on the viral matting or on Walkers to repair themselves before. This is an even more extreme case. Individually, these... Sleepwalkers... are even more fragile than regular Walkers and are eager to be consumed._

_Is there a specific point you're trying to make? _Donna gently prodded.

Peter stared down at the crowd. Then thought of the viral matting beneath their feet.

Then he thought of his blood and the remnants of his leg which was no doubt already taken in by the viral matting that was all over the street.

All that yielding, obedient, and helpful biomass just waiting underfoot. He remembered how he'd used it in the tunnels beneath Gentek, worming through and beneath it to defeat Connors. That flesh had once been Hank's, but Jessica had released it from his control, without quite managing to claim it for her own.

A similar situation was on the street. He didn't think the mobile Hive had quite the same influence on the viral matting spread all around as it would have had were that its own flesh.

"It can't be that simple." Peter murmured, continuing to stare as strange mental images began to take shape. He could almost hear the nasty little snicker of the dog as it began pushing images and thoughts at him. The dog's alto voice sang softly, _Yes, Mr. Todd, Yes, Mr. Todd, Yes, Mr. Todd..._

Connors replied quietly, _No matter how much I hated Hank, he did give us more options._

Peter nodded then watched the Vultures again. Their flight paths had changed. The ones who'd been closest to the action weren't circling where they'd been any longer.

His eyes narrowed and he felt the sharp pain as his eyes reshaped themselves to focus at that distance.

They're carrying something, he realized.

_They weren't just flying randomly. They were keeping their eyes on things in the crowd. _Cain replied.

Peter nodded. The largest group still flew in long lazy circles around where the mobile Hive was located. The others closest to where the fight had been were flying slowly away from their appointed spots carrying humanoid figures with oversized heads.

Becks, Peter thought. That explains how the Hive was coordinating even at that smaller size. That was why it kept smelling as though he were in the middle of a Hive. Essentially he was. The viral matting coating the street and the Sleepwalkers. All part of the Hive's flesh. The entire horde was the mobile Hive. Not fixed to a structure. With the Becks as its mind.

_We leave them be for now_, Cain rumbled._ If this still doesn't work, we need 'em to keep broadcasting the message to not attack._

Peter pointed out. Those ones are fleeing from where the fighting was. But there's still a bunch of others scattered all over the place. Pretty much where a Vulture is, there's probably a Beck.

_Mighty considerate of 'em to mark the targets for us, right, kids? _Cletus chuckled.

_They're all targets_, Cain replied roughly.

Peter swept his gaze back across the barricade. The vehicles were already beginning to pull away. The tanks and APCs closest to the barricade would be the last to leave. He couldn't spot the people he knew anymore. There were at least a dozen buses in the center of the formation that had been obviously pressed into service to get the evacuees out. More people were simply walking alongside the vehicles.

_That doesn't seem like a lot of people does it?_ His voice drawled at him. _Not compared to how many Hydra's gotten to already._

Most had already left. He would have to keep telling himself that. Even if these things never got past the barricade, there were already too many victims. He had to stop this here.

_Then Jessica._ His mental drawl had just a bite of Brian Watson's fury beneath it.

Peter shuddered. No more distractions. He took stock once more. He worked out his trajectory. It was easier this time. None of the Vultures were within range of his route, much less the projected impact point. Pretty much the same spot he'd landed in before. What few were close by were still burdened by their Becks and weren't likely to go after him with that sort of vulnerable cargo.

He could scent the edges of the viral matting to some degree. It covered a huge part of the street. It would be enough. He hoped it would be enough for what he had in mind.

_You don't even know if you'll have enough time to pull this off. _Cain murmured.

We'll manage. He thought back sharply. We'll have to.

Peter launched himself headfirst once more, accelerating to his maximum speed. He needed to buy himself time, What he had in mind was bigger than his little trick against Connors, but he had slightly more help this time, he hoped.

It would have been a shame to have lost that leg for nothing.

He cocked an arm back just a moment before impact then swung it forward. His fist crashed into, then through, the torso of a Hunter. Time seemed to slow.

Unlike before, he was actually paying attention to the process this time. The pressure wave blossomed out at the point of impact, flattening the hunter into a paste and grinding what was left of its body into the viral matting beneath them. The wave of red heat haze blossoming out of him smashed into the closest infected, crushing them against the pavement, but not quite as thoroughly as his first victim. The globe of pressure continued to expand, losing strength as it did, until it did little more than shove down those at its outermost peripheries.

Just enough room to work.

The infected rallied quickly, getting back to their feet. Hunters began leaping over the crowd to get to him, but Peter was too deeply intent on what he was doing to pay them any more attention.

His arm was buried elbow deep in the street. Or more precisely the thick viral matting that had covered it. The few minutes he'd taken for a breather had been more than enough to completely render the bodies from his battle earlier into little more than anonymous lumps of flesh. Undifferentiated, anonymous flesh.

His arm divided into a mass of tendrils spreading and burrowing through the all too welcoming viral matting. He had bled copiously here. And his leg had fallen nearby, its material spread through the area. This flesh had partaken of his flesh and all that had once been part of him was eager to rejoin.

The tendrils projecting from his arm reached out further. The material merged with him. It had no real sense of self just an... enthusiasm. A genuine, almost desperate desire to accept a mind that would give it direction.

His closed eyes snapped open. They were unseeing but blazing like red lamps.

It was ironic that while he was claiming all of the material on the street for himself, easily tons of new flesh, but he could feel himself burning through his existing biomass reserve to extend his tendrils as far as he could. The loss of biomass bringing the levels lower than they'd ever been, essentially reducing the density of his body down to something actually approximating a normal human.

Hank had been almost too much mind for him to consume... this was almost too much flesh. But he wasn't trying to swallow it.

He was trying to control it.

He was all the way to the edges, all the way to the concrete barricade. There were perfectly described circles where he couldn't touch, but he could pick them out. The Becks were those points of resistance. He didn't push. There was no need. They were so... few in comparison. The rest, though? The rest was all him.

All of it.

An animal growl of a Hunter about to leap was the only warning he had.

It was about to take advantage of his immobility.

Or it would have.

Red threads glowed beneath the skin of the viral matting and its surface began to boil with tendrils. Peter flexed a thousand new fingers and sent a single thought that matched a forested image in his mind.

The entire mass of viral matting for several blocks heaved and bucked underfoot, the contractions strong enough to crack the concrete beneath. The infected fell over or into each other and tried to keep on their feet. The Hunters dropped to all fours to keep from falling down, but all of that just made every single one of them easier targets.

The Hunter that would have attacked him suddenly found itself desperately trying to keep its footing.

The tendrils gathered and the material bunched up in small unevenly distributed lumps the size of baseballs.

Peter roared, willing his fingers to blur and change. All of them.

Each nodule of flesh burst open to grow with immense speed into a six foot long jagged spike of steel hard bone.

The crowded infected all up and down the street were transformed in that split second into an interconnected mass of screaming, writhing agony. A forest of spikes and razor edges had grown out of the viral matting and anything that hadn't been impaled by the initial explosive growth was torn to ribbons as they tried to escape through the densely cross-connected nest of razors.

The Hunter closest to Peter found spikes thrust through its chest and head in a half dozen spots. It's frantic flailing attempts to free itself only succeeded in tearing apart those other infected within its reach as those struggles forced them onto the blades.

The scent of dead Hydra was beginning to overwhelm the live Hydra scent that he'd been drowning in. The scents shifted in strength as more and more of the infected succumbed to their horrific injuries.

Nearly everything that had gathered to attack the barricade had died. Thousands had been here.

Peter realized with awe and no small amount of terror that he'd just killed the entire neighborhood. He'd just personally murdered every single person in Forest Hills.

His arm came free of the viral matting with a wet, sucking noise and he rose shakily to his feet.

His reserves of biomass were depleted. His stomach clenched, unbearably painful. He was light-headed, exhausted. His breathing was fast and uneven. If anything it almost felt like his blood sugar was low and he was just about to completely crash.

He held up the trembling hand that had been in the viral matting and noticed that his skin was just far too pale.

_You may have pushed yourself too hard. _Donna's voice said gently.

He shook his head.

_Y'all are gonna keel over after that stunt, kiddo. _Cletus said, his tone faintly awed, _Why don't you go eat something._

His eyes finally focused, really focused to survey the carnage. There were twitching bodies. A few still living, but on their last legs. Blood had dripped and spattered and sprayed everywhere. Misshapen, mutated parts of Walkers and Hunters dropped to the greedy all-consuming viral matting below. It was cleaning up after itself to some extent, but there was nothing clean about this. Nothing neat. Mutilated infected hung from the razor edges like overripe fruit.

He took a step closer. Intending... he wasn't sure what he'd been intending, but he realized that his mouth was watering.

Hungry. His mind had murmured to him.

His own voice.

Not Cletus telling him that.

His voice.

Bile rose sharply and suddenly in the back of his throat.

Unable to stop himself, Peter threw up noisily.

- - - 


End file.
